<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
Allied Waste Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
019589
------------------------------
(CUSIP Number)
Michael A. Puglisi
Blackstone Management Associates III L.L.C.
345 Park Avenue
New York, New York 10154
(212) 935-2626
with a copy to
Wilson S. Neely, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 30, 1999
------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
Page 1 of 22 Pages
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SCHEDULE 13D
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CUSIP No. 019589 Page 2 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Capital Partners II Merchant Banking Fund L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 6,611,545
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
6,611,545
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 3 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Offshore Capital Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,962,385
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH 9 SOLE DISPOSITIVE POWER
1,962,385
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 4 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Family Investment Partnership II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 657,938
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
657,938
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 5 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Management Associates II L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 6 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Capital Partners III Merchant Banking Fund L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 15,418,921
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
15,418,921
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 7 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Offshore Capital Partners III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,858,856
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
2,858,856
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 8 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Family Investment Partnership III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,166,667
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
1,166,667
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 9 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blackstone Management Associates III L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 10 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Peterson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 11 of 22 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen A. Schwarzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 81,932,321
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
81,932,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,932,321
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 12 of 22 Pages
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AMENDMENT PURSUANT TO RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
The Statement on Schedule 13D of Blackstone Capital Partners II
Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P.,
Blackstone Family Investment Partnership II L.P., Blackstone Management
Associates II L.L.C., Peter G. Peterson and Stephen A. Schwarzman, dated April
15, 1997, relating to the Common Stock, par value $0.01 per share, of Allied
Waste Industries, Inc., a Delaware corporation (the "Issuer"), as amended on
March 11, 1999, is hereby further amended as set forth herein. Responses to
each item below may be incorporated by reference into each other item, as
applicable. Capitalized terms used herein but not defined shall have the
meanings set forth in the original Statement.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This Statement is being filed jointly on behalf of Blackstone
Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership
("BCP II"), Blackstone Offshore Capital Partners II L.P., a Cayman Islands
exempted limited partnership ("BOCP II"), Blackstone Family Investment
Partnership II L.P., a Delaware limited partnership ("BFIP II"), Blackstone
Management Associates II L.L.C., a Delaware limited liability company ("BMA
II"), Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware
limited partnership ("BCP III"), Blackstone Offshore Capital Partners III
L.P., a Cayman Islands exempted limited partnership ("BOCP III"), Blackstone
Family Investment Partnership III L.P., a Delaware limited partnership ("BFIP
III"), Blackstone Management Associates III L.L.C., a Delaware limited
liability company ("BMA III"), Peter G. Peterson and Stephen A. Schwarzman
(collectively, the "Reporting Persons").
BMA II is the sole general partner of BCP II and BFIP II and the
sole investment general partner of BOCP II. Blackstone Services (Cayman) LDC,
a Cayman Islands limited duration company, is the administrative general
partner of BOCP II. Pursuant to the partnership agreement of BOCP II, BMA II
has the sole power to vote and dispose of securities held by BOCP II. BMA III
is the sole general partner of BCP III and BFIP III and the sole investment
general partner of BOCP III. Blackstone Services (Cayman) III LDC, a Cayman
Islands limited duration company, is the administrative general partner of
BOCP III. Pursuant to the partnership agreement of BOCP III, BMA III has the
sole power to vote and dispose of securities held by BOCP III. BCP II, BOCP
II, BFIP II, BMA II, BCP III, BOCP III, BFIP III and BMA III are referred to
collectively as the "Blackstone Entities" and BCP II, BOCP II, BFIP II, BCP
III, BOCP III and BFIP III are
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SCHEDULE 13D
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CUSIP No. 019589 Page 13 of 22 Pages
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referred to collectively as the "Blackstone Purchasers." The agreement among
the Reporting Persons relating to the joint filing of this Amendment is
attached as Exhibit 99.16 hereto.
The principal business of the Blackstone Purchasers consists of
committing capital to facilitate corporate restructurings, leveraged buyouts,
bridge financings and other investments. The principal business of BMA II
consists of performing the functions of, and serving as, the general partner
of BCP II and BFIP II and the investment general partner of BOCP II. The
principal business of BMA III consists of performing the functions of, and
serving as, the general partner of BCP III and BFIP III and the investment
general partner of BOCP III. The principal business and office address of BCP
II, BFIP II, BMA II, BCP III, BFIP III and BMA III is 345 Park Avenue, New
York, New York 10154. The principal business and office address of BOCP II and
BOCP III is c/o Hemisphere Management Limited, Hemisphere House, 9 Church
Street, P.O. Box HM 951, Hamilton HM DX, Bermuda.
Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding
Members (the "Founding Members") of BMA II and BMA III. The other regular
members of BMA II and BMA III are David A. Stockman, Michael B. Hoffman, James
J. Mossman, Arthur B. Newman, J. Tomilson Hill, Mark T. Gallogly, Howard A.
Lipson, Thomas J. Saylak, John Z. Kukral, Timothy R. Coleman, Michael A.
Puglisi, Kenneth C. Whitney, Robert L. Friedman and Richard C. Lappin
(collectively, and together with the Founding Members, the "Members"). Each of
the Members is a United States citizen. The principal occupations of each of the
Members is serving as an executive of one or more of the Blackstone Entities and
their affiliates. The Founding Members also serve as managing members of BMA II
and BMA III. The business address of each of the Members is 345 Park Avenue, New
York, New York 10154.
During the last five years, none of the Reporting Persons has (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violations of such laws.
Attached hereto as Schedule I and incorporated herein by reference
is information concerning the Apollo Purchasers (as defined therein), with
whom the Blackstone Purchasers may be deemed to constitute a "group" for
purposes of Section 13(d) of the Exchange Act. Any disclosures made hereunder
with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
BCP II is the beneficial owner of 6,611,545 shares of Common Stock,
or 3.5% of the outstanding Common Stock.
BOCP II is the beneficial owner of 1,962,385 shares of Common Stock,
or 1.0% of the outstanding Common stock.
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 14 of 22 Pages
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BFIP II is the beneficial owner of 657,938 shares of Common Stock,
or 0.4% of the outstanding Common Stock.
BMA II, as the general partner of BCP II, BOCP II and BFIP II, may
be deemed to be the beneficial owner of securities of the Issuer owned by BCP
II, BOCP II and BFIP II.
As a result of certain voting rights that accrue to holders of
Preferred Stock, BCP III may be deemed to have beneficial ownership of
15,418,921 shares of Common Stock that may be acquired upon conversion of
277,540.586 shares of Preferred Stock held by BCP III, or 7.6% of the
outstanding Common Stock.
As a result of certain voting rights that accrue to holders of
Preferred Stock, BOCP III may be deemed to have beneficial ownership of
2,858,856 shares of Common Stock that may be acquired upon conversion of
51,459.414 shares of Preferred Stock held by BOCP III, or 1.5% of the
outstanding Common Stock.
As a result of certain voting rights that accrue to holders of
Preferred Stock, BFIP III may be deemed to have beneficial ownership of
1,166,667 shares of Common Stock that may be acquired upon conversion of
21,000 shares of Preferred Stock held by BFIP III, or 0.6% of the outstanding
Common Stock.
BMA III, as the general partner of BCP III, BOCP III and BFIP III,
may be deemed to be the beneficial owner of securities of the Issuer owned by
BCP III, BOCP III and BFIP III.
By virtue of the Shareholders Agreement and the Investment Agreement
(both as defined below), the Reporting Persons may be deemed to have shared
beneficial ownership over securities of the Issuer owned by the Investors and
the Stockholders (both as defined below), including the Reporting Persons,
that in the aggregate constitutes beneficial ownership of 81,932,321 shares of
Common Stock of the Issuer, or 33.7% of the outstanding Common Stock.
The filing of this Amendment to Schedule 13D shall not be construed
as an admission that any Reporting Person is, for the purposes of Section
13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial
owner of any shares of Common Stock other than those shares of Common Stock
over which the Reporting Person has sole voting and dispositive power, as
reported herein. Further, each of the Reporting Persons disclaims any
pecuniary interest in any securities of the Issuer owned by any other
Reporting Person or any other party, and expressly disclaims the existence of
a group.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following text at the end
thereof:
On July 30, 1999, certain of the Reporting Persons, together with the
Apollo Purchasers, Greenwich Street Capital Partners II, L.P. and certain of its
affiliates and DLJ Merchant Banking Partners II, L.P. and certain of its
affiliates (collectively, the "Investors") purchased an aggregate of 1,000,000
shares of a newly created series of Senior Convertible Preferred Stock of the
Issuer (the "Preferred Stock") pursuant to the terms of a Stock Purchase
Agreement, dated as of July 30, 1999 (the "Stock Purchase Agreement"). The
Preferred Stock
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 15 of 22 Pages
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purchased by the Reporting Persons and the Junior Preferred Stock into which
the Preferred Stock is convertible (the "Junior Preferred Stock") conform to
the expected terms of such Preferred Stock and Junior Preferred Stock,
respectively, set forth in Amendment No. 1 to the Reporting Persons' Statement
on Schedule 13D, filed on March 11, 1999. The Reporting Persons purchased the
Preferred Stock for general investment purposes but, subject to the
restrictions set forth in the Shareholders Agreement, retain the right to
change their investment intent, to propose one or more possible transactions
to the Issuer's board, to acquire additional shares of the Issuer's preferred
stock or common stock from time to time or to sell or otherwise dispose of all
or part of the Preferred Stock, Common Stock or Junior Preferred Stock which
are beneficially owned or acquired by them in any manner permitted by law. In
addition, the Reporting Persons may maintain various credit facilities and
arrangements, including customary margin arrangements, with banks and other
financial institutions in the ordinary course of business and in connection
therewith provide to the lenders as collateral thereunder the shares of
Preferred Stock purchased by them or other securities of the Issuer held by
them.
In accordance with a letter agreement, dated March 7, 1999, by and
among the Issuer, certain of the Reporting Persons and certain of the Apollo
Entities (as defined in Schedule I hereto), the Investors and certain other
stockholders of the Issuer (collectively, the "Stockholders") entered into a
Second Amended and Restated Shareholders Agreement (the "Shareholders
Agreement") and an Amended and Restated Registration Rights Agreement (the
"Registration Rights Agreement"), in each case on July 30, 1999. The terms of
the Shareholders Agreement cover the Preferred Stock, the Common Stock and the
Junior Preferred Stock and provide, among other things, that: (i) the
Stockholders are prohibited from making certain acquisitions, effecting
certain dispositions and taking certain other actions for a standstill period
of ten years from July 30, 1999 (subject to the earlier termination of such
period in certain circumstances), (ii) the Reporting Persons and the Apollo
Purchasers will have the right to designate a maximum of five directors to the
board of directors of the Issuer, subject to reduction if the Reporting
Persons and the Apollo Purchasers collectively decrease their ownership of
shares by specified percentages, for ten years from July 30, 1999 and (iii)
each Stockholder agrees to vote its voting securities of the Issuer to elect
the directors nominated by the Reporting Persons and the Apollo Purchasers
and, in connection with any proposal for a Reorganization Transaction (as
defined in the Shareholders Agreement), in the manner recommended by a
majority of the board of directors of the Issuer. The Registration Rights
Agreement provides to the holders of Registrable Securities (as defined
therein) certain incidental registration rights in the event of public
issuances of the Issuer's capital stock and certain demand registration rights
and sets forth certain cutback allocations among holders of Registrable
Securities in the event of an underwritten distribution.
The Investors also entered into the Amended and Restated Investment
Agreement, dated as of July 30, 1999 (the "Investment Agreement"), which
further defines and allocates the rights and obligations of the Investors
under the Shareholders Agreement and the Registration Rights Agreement.
The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Stock Purchase Agreement, the
Shareholders Agreement, the Registration Rights Agreement, the Investment
Agreement and the Certificates of Designation of the Preferred Stock and the
Junior Preferred Stock, each of which has been incorporated by reference
herein as described in the Exhibit Index attached.
The Reporting Persons retain the right to change their investment
intent, to propose one or more possible transaction to the Issuer's board, to
acquire additional shares of preferred stock or Common Stock from time to time
or to sell or otherwise dispose of all or part of the Preferred Stock, Junior
Preferred Stock
<PAGE>
SCHEDULE 13D
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CUSIP No. 019589 Page 16 of 22 Pages
- --------------------------------------------------------------------------------
or Common Stock beneficially owned or acquired by them in any manner permitted
by law. In the event of a material change in the present plans or intentions
of the Reporting Persons, the Reporting Persons will further amend this
Schedule 13D to reflect such change.
The statements in this Schedule 13D shall not be construed as an
admission that the Reporting Persons and any other persons or entities
constitute a "group" for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules thereunder. Further, the Reporting
Persons disclaim any pecuniary interest in any securities of the Issuer held
by any other person or entity.
Item 6 is hereby further amended by deleting the paragraph:
"It is expected that a final allocation of the equity
commitment by BCP III will be made among Blackstone prior to the
closing of the Acquisition. The number of shares reported on the
cover pages to this Schedule 13D excludes any shares of Preferred
Stock, which have not yet been created or issued."
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 019589 Page 17 of 22 Pages
- --------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C., its general partner
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
BLACKSTONE OFFSHORE CAPITAL PARTNERS
II L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C., its investment
general partner
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP II L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C., its general partner
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
BLACKSTONE MANAGEMENT ASSOCIATES
II L.L.C.
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 019589 Page 18 of 22 Pages
- --------------------------------------------------------------------------------
BLACKSTONE CAPITAL PARTNERS III
MERCHANT BANKING FUND L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C., its general
partner
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
BLACKSTONE OFFSHORE CAPITAL PARTNERS
III L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C., its investment
general partner
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C., its general
partner
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
BLACKSTONE MANAGEMENT ASSOCIATES
III L.L.C.
By: /s/ Stephen A. Schwarzman
-----------------------------------------
Founding Member
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 019589 Page 19 of 22 Pages
- --------------------------------------------------------------------------------
/s/ Peter G. Peterson
-----------------------------------------
Peter G. Peterson
/s/ Stephen A. Schwarzman
-----------------------------------------
Stephen A. Schwarzman
Dated: August 6, 1999
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 019589 Page 20 of 22 Pages
- --------------------------------------------------------------------------------
EXHIBIT INDEX
The Exhibit Index is hereby amended by adding the following text at the end
thereof:
Exhibit 99.16 Joint Filing Agreement among the Reporting Persons, dated as
of August 5, 1999.
Exhibit 99.17 Stock Purchase Agreement, dated as of July 30, 1999,
incorporated herein by reference to Amendment No. 2 to
Schedule 13D, filed on behalf of the Apollo Purchasers and
certain other Apollo Entities on August 4, 1999.
Exhibit 99.18 Second Amended and Restated Shareholders Agreement,
dated as of July 30, 1999, incorporated herein by reference
to Amendment No. 2 to Schedule 13D, filed on behalf of the
Apollo Purchasers and certain other Apollo Entities on
August 4, 1999.
Exhibit 99.19 Amended and Restated Registration Rights Agreement,
dated as of July 30, 1999, incorporated herein by reference
to Amendment No. 2 to Schedule 13D, filed on behalf of the
Apollo Purchasers and certain other Apollo Entities on
August 4, 1999.
Exhibit 99.20 Amended and Restated Investment Agreement, dated as of
July 30, 1999, incorporated herein by reference to Amendment
No. 2 to Schedule 13D, filed on behalf of the Apollo
Purchasers and certain other Apollo Entities on August 4,
1999.
Exhibit 99.21 Certificate of Designation of the Preferred Stock,
incorporated herein by reference to Amendment No. 2 to
Schedule 13D, filed on behalf of the Apollo Purchasers and
certain other Apollo Entities on August 4, 1999.
Exhibit 99.22 Certificate of Designation of the Junior Preferred
Stock, incorporated herein by reference to Amendment No. 2
to Schedule 13D, filed on behalf of the Apollo Purchasers
and certain other Apollo Entities on August 4, 1999.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 019589 Page 21 of 22 Pages
- --------------------------------------------------------------------------------
SCHEDULE I
The following sets forth information with respect to the general
partners, executive officers, directors and principal shareholders of the
Apollo Entities ( as defined below) and certain of their affiliates.
Capitalized terms used herein without definition have the meanings assigned
thereto in the Schedule 13D to which this Schedule I relates.
Apollo Advisors II, L.P., a Delaware limited partnership ("Advisors
II") serves as the general partner to Apollo Investment Fund III, L.P., a
Delaware limited partnership ("Fund III"), Apollo Overseas Partners III, L.P.,
an exempted limited partnership registered in the Cayman Islands ("Overseas
III"), and Apollo (UK) Partners III, L.P., a limited partnership organized
under the laws of the United Kingdom ("UK III"). Apollo Advisors IV, L.P., a
Delaware limited partnership ("Advisors IV"), serves as the general partner to
Apollo Investment Fund IV, L.P., a Delaware limited partnership ("Fund IV")
and Apollo Overseas Partners IV, L.P., an exempted limited partnership
registered in the Cayman Islands ("Overseas IV").
Fund III, Overseas III, UK III, Fund IV and Overseas IV
(collectively, the "Apollo Purchasers") are each principally engaged in the
business of investment in securities. Advisors II is principally engaged in
the business of serving as the general partner of Fund III, Overseas III and
UK III. The general partner of Advisors II is Apollo Capital Management II,
Inc., a Delaware corporation ("Capital Management II"), which is principally
engaged in the business of serving as general partner of Advisors II. Advisors
IV is principally engaged in the business of serving as the general partner of
Fund IV and Overseas IV. The general partner of Advisors IV is Apollo Capital
Management IV, Inc., a Delaware corporation ("Capital Management IV"), which
is principally engaged in the business of serving as general partner of
Advisors IV.
Apollo Management, L.P., a Delaware limited partnership
("Management"), serves as manager of Fund III, Overseas III and UK III and
manages their day-to-day operations. AIF III Management, Inc., a Delaware
corporation ("AIF Management III"), is the general partner of Management and
is principally engaged in the business of serving as general partner to
Management. Apollo Management IV, L.P., a Delaware limited partnership
("Management IV"), serves as manager of Fund IV and Overseas IV and manages
their day-to-day operations. AIF IV Management, Inc. a Delaware corporation
("AIF Management IV"), is the general partner of Management IV and is
principally engaged in the business of serving as general partner to
Management IV. Advisors II, Advisors IV, Management and Management IV,
together with the Apollo Purchasers, are referred to as the "Apollo Entities."
Apollo Fund Administration II LDC, a Cayman Islands limited duration
company ("Administration II"), is the administrative general partner of
Overseas III and UK III and is principally engaged in the business of serving
as administrative general partner of Overseas III and UK III. Apollo Fund
Administration IV, LLC, a Delaware limited liability company ("Administration
IV"), is the administrative general partner of Overseas IV. Administrative IV
is principally engaged in the business of serving as administrative general
partner of Overseas IV.
Apollo Management (UK) Ltd., a corporation organized under the laws
of the United Kingdom ("Management UK"), is the resident general partner of UK
III and is principally engaged in the business of serving as resident general
partner of UK III.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 019589 Page 22 of 22 Pages
- --------------------------------------------------------------------------------
Apollo/AW LLC, a Delaware limited liability company ("AWLLC") is an
investment vehicle formed for purposes of purchasing and holding securities of
the Issuer. Management IV is the manager of AWLLC. Two of the members of AWLLC
are Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment Fund
II, L.P., private securities investment funds related to the Apollo Entities.
The address of Fund III, Overseas III, UK III, Capital Management
II, Management and AIF Management III is c/o Apollo Advisors II, L.P., Two
Manhattanville Road, Purchase, New York 10577. The address of Advisors II is
Two Manhattanville Road, Purchase, New York 10577. The address of
Administration II is c/o CIBC Bank and Trust Company (Cayman) Limited, Edward
Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies. The
address of Management UK is Hill House, 1 Little New Street, London EC4A 3TR,
England.
The address of Fund IV, Overseas IV, Capital Management IV,
Management IV, AIF Management IV, Administration IV and AWLLC IV is c/o Apollo
Advisors IV, L.P., Two Manhattanville Road, Purchase, New York 10577. The
address of Advisors IV is Two Manhattanville Road, Purchase, New York 10577.
The directors and principal executive officers of Capital Management
II and Capital Management IV are Messrs. Leon D. Black and John J. Hannan. The
principal occupation of each of Messrs. Black and Hannan is to act as an
executive officer and director of Capital Management II, Capital Management IV
and the other entities identified herein. Messrs. Black and Hannan are also
limited partners of Advisors II and Advisors IV. Mr. Black is the President
and a director of AIF Management III and AIF Management IV. Mr. Hannan is the
Vice President and a director of AIF Management III and AIF Management IV.
Messrs. Black and Hanna are also founding principals of Apollo
Advisors, L.P. ("Advisors"), Lion Advisors, L.P. ("Lion"), Apollo Real Estate
Advisors, L.P. ("AREA") and Apollo Real Estate Advisors II, L.P. ("AREA II").
The principal business of Advisors and Lion is to provide advice regarding
investments in securities and the principal business of AREA and AREA II is to
provide advice regarding investments in real estate and real estate-related
investments. The business address of each of Messrs. Black and Hannan is c/o
Apollo Management, L.P., 1301 Avenue of the Americas, New York, New York
10019.
Peter Henry Larder, Michael Francis Benedict Gillooly, Ian Thomas
Patrick and Martin William Laidlaw, each of whom is a British citizen, each
serves as a director of Administration. Each of the above four individuals is
principally employed by CIBC Bank and Trust Company (Cayman) Limited ("CIBC")
in the following positions: Mr. Larder, Managing Director; Mr. Gillooly,
Deputy Managing Director; Mr. Patrick, Manager-Accounting Services; and Mr.
Laidlaw, Senior Fund Accountant. CIBC is a Cayman Islands corporation which is
principally engaged in the provision of trust, banking and corporate
administration services, the principal address of which is Edward Street,
Grand Cayman, Cayman Islands, British West Indies. CIBC provides accounting,
administrative and other services to Administration pursuant to a contract.
<PAGE>
EXHIBIT 99.16
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of us of an amendment to Schedule 13D relating to the Common
Stock, par value $.01 per share, of Allied Waste Industries, a Delaware
corporation, and that any subsequent amendments thereto filed by any of us
will be filed on behalf of each of us. This Agreement may be included as an
exhibit to such joint filing.
BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C., its general partner
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Founding Member
BLACKSTONE OFFSHORE CAPITAL PARTNERS
II L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C., its investment
general partner
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Founding Member
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES II L.L.C., its general partner
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Founding Member
BLACKSTONE MANAGEMENT ASSOCIATES II L.L.C.
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Founding Member
<PAGE>
BLACKSTONE CAPITAL PARTNERS III
MERCHANT BANKING FUND L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C., its general partner
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Member
BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C., its investment
general partner
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Member
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P.
By: BLACKSTONE MANAGEMENT
ASSOCIATES III L.L.C., its general partner
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Member
BLACKSTONE MANAGEMENT ASSOCIATES
III L.L.C.
By: /s/ Stephen A. Schwarzman
----------------------------------------------
Member
/s/ Peter G. Peterson
---------------------------------------------------
Peter G. Peterson
/s/ Stephen A. Schwarzman
---------------------------------------------------
Stephen A. Schwarzman
Dated: August 5, 1999
