<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1999
REGISTRATION NO. 333-91539
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 DD HERETO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
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.)
</TABLE>
4953
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
------------------------
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(480) 627-2700
(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
(480) 627-2700
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
PETER GOLDEN, 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>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED NOTE(1) PRICE(1) FEE(1)(2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10% Series B Senior
Subordinated Notes due 2009.... $2,000,000,000 100% $2,000,000,000 $556,000
- ---------------------------------------------------------------------------------------------------------------------
Guarantees..................... -- -- -- None(2)
- ---------------------------------------------------------------------------------------------------------------------
Total...................... $2,000,000,000 100% $2,000,000,000 $556,000(1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(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.
------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
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 Industries (Southwest), Inc.
Allied Waste Industries of Illinois, Inc.
Allied Waste of California, Inc.
Allied Waste of New Jersey, Inc.
Allied Waste Rural Sanitation, Inc.
Allied Waste Systems, Inc. (Ohio corp.)
Allied Waste Systems (Texas), Inc.
American Disposal Services of Illinois, Inc.
American Disposal Services of Kansas, Inc.
American Disposal Services of New Jersey, Inc.
American Disposal Services of West Virginia, Inc.
American Disposal Transfer Services of Illinois, Inc.
American Materials Recycling Corp.
American Transfer Company, Inc.
Apache Junction Landfill Corporation
Automated Modular Systems, Inc.
B & L Waste Handling, Inc.
Beattie's Rubbish Disposal, Inc.
Belleville Landfill, Inc.
BFI Transfer Systems of New Jersey, Inc.
BFI Waste Systems of New Jersey, Inc.
Borrego Landfill, Inc.
Bowers Phase II, Inc.
Brickyard Disposal & Recycling, Inc.
Browning-Ferris Industries of California, Inc.
Browning-Ferris Industries of Florida, Inc.
Browning-Ferris Industries of Hawaii, Inc.
Browning-Ferris Industries of New Jersey, Inc.
Browning-Ferris Industries of New York, Inc.
Browning-Ferris Industries of Ohio, Inc.
Browning-Ferris Industries of Tennessee, Inc.
Browning-Ferris Industries, Inc. (MA corp.)
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.
Cocopah Landfill, Inc.
Copper Mountain Landfill, Inc.
County Disposal (Ohio), Inc.
County Landfill, Inc.
D & D Garage Services, Inc.
DeFeo Enterprises, Inc.
Delta Container Corporation
Delta Paper Stock Co.
Dinverno Recycling, Inc.
Dinverno, Inc.
Douglas County Disposal, Inc.
Draw Enterprises II, Inc.
Draw Enterprises Real Estate, Inc.
Duncan Disposal Service, Inc.
Eagle Industries Leasing, Inc.
East Coast Waste Systems, Inc.
ECDC Holdings, Inc.
Elmhurst Disposal Company
Enviro Carting Inc.
Enviro Recycling Corp.
Environmental Development Corp. (DE)
Environmental Reclamation Company
Environtech, Inc.
Evergreen Scavenger Service, Inc.
F.P. McNamara Rubbish Removal, 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.
Giordano Recycling Corp.
i
<PAGE> 3
SCHEDULE A (CONTINUED)
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.
Illinois Landfill, Inc.
Illinois Recycling Services, Inc.
Imperial Landfill, Inc.
Independent Trucking Company
Indiana Recycling Services, Incorporated
Industrial Services of Illinois, Inc.
Ingrum Waste Disposal, Inc.
International Disposal Corp. of California
Joe Di Rese & Sons, Inc.
Keller Canyon Landfill Company
Lake Norman Landfill, 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
Maui Disposal Co., Inc.
MCM Sanitation, Inc.
Medical Disposal Services, Inc.
Mesa Disposal, Inc.
Metropolitan Disposal, Inc.
Mississippi Waste Paper Company
MJS Associates, Inc.
Monarch Disposal, Inc.
NationsWaste Catawba Regional Landfill, Inc.
NationsWaste, Inc.
New Morgan Landfill Company, Inc.
Newco Waste Systems of New Jersey, Inc.
Nimishillen Industrial Park, Inc.
Northeast Sanitary Landfill, Inc.
Northwest Recycling, Inc.
Northwest Waste Industries, Inc.
Oakland Heights Development, Inc.
Oklahoma Refuse, Inc.
Otay Landfill, Inc.
Ottawa County Landfill, Inc.
Packman, Inc.
Palomar Transfer Station, Inc.
Paper Fibers, Inc.
Piedmont Trash Services, Inc.
Pima Environmental Services, Inc.
Pittsburg County Landfill, Inc.
PM Recycling, Inc.
Price & Sons Recycling Company
R. 18, Inc.
R.C. Miller Enterprises, Inc.
R.C. Miller Refuse Service, Inc.
Rabanco Connections International, Inc.
Rabanco Intermodal/B.C., Inc.
Rabanco Recycling, Inc.
Rabanco Regional Landfill Company
Rabanco, Ltd.
Ramona Landfill, Inc.
RCS, Inc.
Recycling Associates Inc.
Refuse Service, 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.
Saline County Landfill, Inc.
San Marcos NCRRF, Inc.
Sangamon Valley Landfill, Inc.
Sanitary Disposal Service, Inc.
Sanitran Inc.
Saugus Disposal, Inc.
Sauk Trail Development, Inc.
Seattle Disposal Company, Inc.
Selas Enterprises Ltd.
Shred-All Recycling Systems, Inc.
South Chicago Disposal, Inc. of Indiana
SSWI, Inc.
Standard Disposal Services, Inc.
Standard Environmental Services, Inc.
Standard Waste, Inc.
Stark Recycling Center, Inc.
Streator Area Landfill, Inc.
Suburban Transfer, Inc.
Suburban Warehouse, Inc.
Sun Valley Environmental Services, Inc.
Sunrise Sanitation Service, Inc.
ii
<PAGE> 4
SCHEDULE A (CONTINUED)
Sunset Disposal, Inc.
Sunset Disposal Service, Inc.
Sycamore Landfill, Inc.
T & G Container, Inc.
Tate's Transfer Systems, Inc.
Taylor Ridge Landfill, Inc.
Tennessee Union County Landfill, Inc.
Tom Luciano's Disposal Service, Inc.
Top Disposal Service, Inc.
Tri-State Recycling Services, Inc.
Tri-State Refuse Corporation
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.
Waste Associates, Inc.
Waste Reclaiming Service, Inc.
Wayne County Landfill IL, Inc.
Williams County Landfill, Inc.
WJR Environmental, Inc.
World Sanitation Corporation
Yavapai Environmental Services, Inc.
iii
<PAGE> 5
SCHEDULE B
SUBSIDIARY GUARANTORS
AAWI, Inc.
ADS, Inc.
Allied Acquisition Pennsylvania, Inc.
Allied Acquisition Two, Inc.
Allied Enviro Engineering, Inc.
(TX corp.)
Allied Enviroengineering, Inc. (DE corp.)
Allied Waste Alabama, Inc.
Allied Waste Company, Inc.
Allied Waste Hauling of Georgia, Inc.
Allied Waste Industries (New Mexico),
Inc.
Allied Waste Industries of Georgia, Inc.
Allied Waste Industries of Northwest
Indiana, Inc.
Allied Waste Industries of Tennessee,
Inc.
Allied Waste Landfill Holdings, Inc.
Allied Waste of Long Island, Inc.
Allied Waste Services, Inc. (MA corp.)
Allied Waste Services, Inc. (TX corp.)
Allied Waste Systems, Inc. (DE corp.)
Allied Waste Transportation, Inc.
Americal Co.
American Disposal Services, Inc.
American Disposal Services of Missouri,
Inc.
Area Disposal Inc.
Attwoods of North America, Inc.
Autoshred, Inc.
AWIN Management, Inc.
BFI Atlantic, Inc.
BFI Energy Systems of Albany, Inc.
BFI Energy Systems of Delaware County,
Inc.
BFI Energy Systems of Essex County,
Inc.
BFI Energy Systems of Hempstead, Inc.
BFI Energy Systems of Niagra, Inc.
BFI Energy Systems of Niagra II, Inc.
BFI Energy Systems of SEMASS, Inc.
BFI Energy Systems of Southeastern
Connecticut, Inc.
BFI International, Inc.
BFI Properties, Inc.
BFI Ref-Fuel, Inc.
BFI Trans River (GP), Inc.
BFI Waste Systems of North America,
Inc.
Browning-Ferris Financial Services, Inc.
Browning-Ferris, Inc.
Browning-Ferris Industries, Inc.
(DE corp.)
Browning-Ferris Industries Chemical
Services, Inc.
Browning-Ferris Industries of Illinois, Inc.
Browning-Ferris Industries of Milwaukee,
Inc.
Browning-Ferris Services, Inc.
CECOS International, Inc.
City Garbage, Inc.
Community Refuse Disposal, Inc.
Containerized, Inc. of Texas
County Disposal, Inc.
Cousins Carting Corp.
EOS Environmental, Inc.
Liberty Waste Holdings, Inc.
New York Waste Services, Inc.
Organized Sanitary Collectors and Recyclers,
Inc.
Oscar's Collection Systems of Fremont,
Inc.
Pinal County Landfill Corp.
Risk Services, Inc.
S & S Recycling, Inc.
Southwest Waste, Inc.
Super Services Waste Management, Inc.
Tricil (N.Y.), Inc.
Wastehaul, Inc.
Woodlake Sanitary Service, Inc.
iv
<PAGE> 6
SCHEDULE C
SUBSIDIARY GUARANTORS
Allied Waste Systems Holdings, Inc.
SCHEDULE D
SUBSIDIARY GUARANTORS
Draw Acquisition Company Twenty
Three
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
Allied Waste Sycamore Landfill, LLC
Anderson Regional Landfill, LLC
Anson County Landfill NC, LLC
Bridgeton Landfill, LLC
Brundidge Landfill, LLC
Brunswick Waste Management Facility,
LLC
Butler County Landfill, LLC
Chilton Landfill, LLC
Courtney Ridge Landfill, LLC
Ellis Scott Landfill MO, LLC
Forest View Landfill, LLC
Great Plains Landfill OK, LLC
Jefferson City Landfill, LLC
Lee County Landfill SC, LLC
Lemons Landfill, LLC
Metro Enviro Transfer, LLC
Northeast Landfill, LLC
Pinecrest Landfill OK, LLC
Show-Me Landfill, LLC
Southeast Landfill, LLC
SCHEDULE H
SUBSIDIARY GUARANTORS
Consolidated Processing, Inc.
SCHEDULE I
SUBSIDIARY GUARANTORS
Camelot Landfill TX, LP
Crow Landfill TX, L.P.
Ellis County Landfill TX, L.P.
Fort Worth Landfill TX, LP
Houston Towers TX, LP
Mars Road TX, LP
Mesquite Landfill TX, LP
Pleasant Oaks Landfill TX, LP
Pinehill Farms TX, LP
Royal Oaks Landfill TX, LP
Turkey Creek Landfill TX, LP
SCHEDULE J
SUBSIDIARY GUARANTORS
Allied Gas Recovery Systems, L.L.C.
SCHEDULE K
SUBSIDIARY GUARANTORS
BFI Energy Systems of Boston, Inc.
BFI Energy Systems of Plymouth, Inc.
BFI Trans River (LP), Inc.
Browning-Ferris Industries Asia Pacific,
Inc.
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
v
<PAGE> 7
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.
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
BFI Services Group, 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
SCHEDULE Z
SUBSIDIARY GUARANTORS
Browning-Ferris Industries Europe, Inc.
SCHEDULE AA
SUBSIDIARY GUARANTORS
VHG, Inc.
SCHEDULE BB
SUBSIDIARY GUARANTORS
Green Valley Landfill General Partnership
Warner Hill Development Company
SCHEDULE CC
SUBSIDIARY GUARANTORS
Allied Waste Holdings (Canada) Ltd.
SCHEDULE DD
SUBSIDIARY GUARANTORS
Blue Ridge Landfill General Partnership
Moorhead Landfill General Partnership
vi
<PAGE> 8
PROSPECTUS
ALLIED LOGO
OFFER FOR
ALL OUTSTANDING 10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JANUARY 28, 2000.
THE REGISTERED NOTES
- - The terms of each of the series B senior subordinated notes to be issued are
substantially identical to each of the outstanding series A senior
subordinated notes that Allied Waste North America, Inc. (the "Company")
issued on July 30, 1999, except for certain transfer restrictions,
registration rights and special interest provisions relating to the
outstanding series A senior subordinated notes. Sometimes, we will refer to
the series A senior subordinated notes and the series B senior subordinated
notes together in this Prospectus as the notes. We also refer to the series B
senior subordinated notes exchanged in the exchange offer as the exchange
notes.
- - Interest on the notes is payable semi-annually in arrears on each May 1 and
November 1, commencing November 1, 1999.
- - The notes are guaranteed on a senior subordinated basis by our parent, Allied
Waste Industries, Inc. ("Allied"), a Delaware corporation of which we are a
direct wholly-owned subsidiary. In addition, so long as our senior credit
facility is similarly guaranteed, the notes will be guaranteed on a senior
subordinated basis by substantially all our subsidiaries. If we cannot make
payments on the notes when they are due, the subsidiary guarantors or Allied
must make them instead.
- - The notes and the guarantees are general unsecured obligations of the Company
and:
-- are subordinate in right of payment to all of our and the guarantors'
existing and future senior debt;
-- are subordinate to indebtedness under our senior credit facility to the
extent of the assets securing such indebtedness, except for the Tranche
D Subordinated Term Loan under the senior credit facility;
-- are equal in right of payment to our and the guarantors' other existing
and future senior subordinated indebtedness; and
-- are senior to our senior convertible preferred stock.
MATERIAL TERMS OF THE EXCHANGE OFFER
- - Expires at 5:00 p.m., New York City time, on January 28, 2000, 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 subordinated notes that are validly tendered
and not validly withdrawn will be exchanged for an equal principal amount of
series B senior subordinated notes which are registered under the Securities
Act of 1933, as amended.
- - The exchange of 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 subordinated notes may be withdrawn at
any time prior to the expiration of the Exchange Offer.
-------------------------
CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 17 OF THIS PROSPECTUS.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION
HAS APPROVED THE 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 DECEMBER 30, 1999.
<PAGE> 9
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.......................................... 6
The Exchange Offer........................................ 6
The Company............................................... 7
Summary of the Terms of the Exchange Offer................ 8
Consequences of Not Exchanging Old Notes.................. 13
Summary Description of the New Notes...................... 13
Risk Factors................................................ 17
Ratio of Earnings to Fixed Charges of Allied................ 32
The Exchange Offer.......................................... 33
Certain Indebtedness........................................ 43
Description of the New Notes................................ 51
United States Federal Income Tax Consequences............... 99
Plan of Distribution........................................ 104
Validity of the New Notes................................... 104
Experts..................................................... 105
</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> 10
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 10% series B senior subordinated
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 notes provides that we will furnish
to the holders of the 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 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 notes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference into this Prospectus the following
documents or information filed with the SEC:
(a) Allied's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998 ("Allied's 1998 Form 10-K") except for Part II, Items
6, 7, 7A and 8;
(b) Allied's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
(c) Allied's Current Reports on Form 8-K filed on March 16, 1999, July 19,
1999, August 10, 1999, September 14, 1999 and November 22, 1999
respectively;
3
<PAGE> 11
(d) Allied's Proxy Statement for its annual meeting of shareholders held on
May 26, 1999;
(e) Allied's Proxy Statement for its special meeting of shareholders to be
held on November 17, 1999 and supplements to the Proxy Statement dated
October 28, 1999 and November 2, 1999; and
(f) 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 expiration of the Exchange Offer.
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 (480) 627-2700.
Exhibits to the documents will not be sent, unless those exhibits have
specifically been incorporated by reference in the document. TO OBTAIN TIMELY
DELIVERY OF ANY COPIES OF FILINGS REQUESTED, PLEASE WRITE OR TELEPHONE NO LATER
THAN JANUARY 18, 2000, TEN DAYS PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
This Exchange Offer is not being made to, nor will we accept surrenders for
exchange from, holders of outstanding 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. Examples of these risks and uncertainties include:
- whether we can successfully integrate acquired companies, including the
ongoing integration of Browning-Ferris Industries, Inc. ("BFI");
- whether we can achieve anticipated cost savings;
- whether we can successfully sell non-strategic assets;
4
<PAGE> 12
- whether the proceeds of sales from non-strategic assets will permit us to
pay down enough debt to improve our ability to service our remaining
debt;
- whether acquisitions will be accretive to our earnings and cash flow;
- whether the combined business of Allied and BFI will generate sufficient
cash flow to service the substantial amount of debt we incurred to pay
for the BFI acquisition;
- whether we can assimilate and retain BFI employees;
- whether we can retain BFI's customers;
- whether we can successfully continue to pursue our vertical integration
business strategy; and
- whether we can successfully continue to pursue a disciplined market
development program.
Other factors that could materially affect these forward-looking statements
can be found in Allied's and BFI's periodic reports filed with the SEC.
Potential investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements, including the factors
described below under "Risk Factors" and are cautioned not to place undue
reliance on these forward-looking statements. The forward-looking statements
included in this document are made only as of the date of this Prospectus and we
undertake no obligation to publicly update these forward-looking statements to
reflect new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or might not
occur. We cannot assure you that projected results or events will be achieved.
5
<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. Unless the
context requires otherwise, reference in this Prospectus to:
- "Allied NA" refers to Allied Waste North America, Inc., the issuer of the
notes, and its direct and indirect subsidiaries;
- "BFI" refers to Browning-Ferris Industries, Inc.;
- "Allied" or "we," "us," or "our," refers to Allied Waste Industries,
Inc., the parent of Allied NA, and its direct and indirect subsidiaries
on a consolidated basis, including Allied NA and BFI; and
- "Company" refers to Allied and BFI after the acquisition of BFI, giving
effect to the offering of the notes and pending sales consisting of BFI's
Canadian solid waste operations, substantially all the assets of BFI Gas
Services, Inc., a wholly-owned subsidiary of BFI, and the completed sale
of BFI's medical waste operations and sale of all of the shares of SITA,
S.A. previously owned by BFI (together, the "BFI Dispositions").
Additionally, unless the context otherwise requires, the information
contained in this Prospectus gives pro forma effect to the acquisition of BFI by
Allied and the BFI Dispositions. The term "old notes" refers to the 10% series A
senior subordinated notes due 2009 that were issued on July 30, 1999 and the
term "new notes" refers to the series B senior subordinated notes due 2009
offered pursuant to this Prospectus. The term "notes" on its own refers to the
old notes and the new notes collectively.
THE EXCHANGE OFFER
We completed on July 30, 1999 the private offering of an aggregate of $2
billion of 10% senior subordinated notes due 2009. We entered into a
registration rights agreement 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 210 days of the issuance of
the old notes. You are entitled to exchange in the Exchange Offer your
outstanding old notes for registered new notes with substantially identical
terms. If the Exchange Offer is not completed by February 25, 2000, then special
interest, in addition to the base interest that would otherwise accrue on the
notes, shall accrue at a per annum rate of 0.25% for the first 90 days after
February 25, 2000, at a per annum rate of 0.50% for the second 90 days after
February 25, 2000, at a per annum rate of 0.75% for the third 90 days after
February 25, 2000 and after that, at a per annum rate of 1.0%. You should read
the discussion under the headings "Summary -- Description of the New Notes" and
"Description of the New Notes" for further information regarding the registered
notes.
We believe that the new 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 notes.
6
<PAGE> 14
THE COMPANY
Allied NA, a Delaware corporation, is a wholly-owned subsidiary of Allied.
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 (480) 627-2700. Through its subsidiaries, the Company owns
substantially all of the assets, and engages in substantially all of the
businesses, owned or engaged in by Allied. Our common stock is traded on the New
York Stock Exchange under the symbol "AW."
Acquisition of BFI and Recent Developments
On July 30, 1999, Allied completed its acquisition of BFI for approximately
$7.7 billion of cash and the assumption of approximately $1.9 billion of BFI
debt. Prior to the acquisition, BFI was the second largest nonhazardous solid
waste company in North America and provided integrated solid waste management
services including residential, commercial and industrial collection, transfer,
disposal and recycling.
As a result of the acquisition of BFI, we are the second largest
non-hazardous solid waste management company in the United States and operate as
a vertically integrated company that provides collection, transfer, recycling
and disposal services for residential, commercial and industrial customers. We
serve approximately 9.9 million customers nationwide in 64 markets in 46 states,
excluding the effect of the BFI Dispositions. As of September 30, 1999, we
conducted our operations through a network of 362 collection companies, 164
transfer stations, 166 landfills and 129 recycling facilities giving effect to
the acquisition.
After the acquisition of BFI, we entered into definitive agreements to
divest certain non-core and non-integrated assets including: (1) the medical
waste operations of BFI to Stericycle, Inc. for approximately $410.5 million,
which was completed in November 1999, (2) the Canadian operations of BFI to
Waste Management, Inc. for approximately $225.0 million, (3) certain assets of
BFI Gas Services, Inc. to Gas Recovery Systems, Inc. for approximately $63.0
million and (4) certain government mandated and other identified non-core or
non-integrated operations for an aggregate of approximately $700.5 million. Each
of these transactions is subject to customary closing conditions. We cannot
assure you whether these transactions will be completed or the timing of the
closing of these transactions. Upon closing of these transactions, net proceeds
from the transactions will be used to reduce indebtedness under our senior
credit facility. See "Certain Indebtedness."
BUSINESS STRATEGY
The major components of our business strategy consist of:
- operating vertically integrated non-hazardous solid waste service
businesses with a high rate of waste internalization, by which we mean
transferring waste we collect to our own landfills;
- managing these businesses locally with a strong focus on local
operations;
- maintaining growth through internal growth and acquisitions 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.
7
<PAGE> 15
SUMMARY OF THE TERMS OF THE EXCHANGE OFFER
The Exchange Offer relates to the exchange of up to $2 billion aggregate
principal amount of outstanding old notes for an equal aggregate principal
amount of new notes. The new notes will be obligations of the Company entitled
to the benefits of the indenture governing the outstanding notes. The form and
terms of the new notes are identical in all material respects to the form and
terms of the outstanding old notes except that the new 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
agreement, executed as part of the offering of the outstanding old notes, dated
July 30, 1999 among the Company and the initial purchasers in the private
offering, including Donaldson, Lufkin & Jenrette Securities Corporation, Chase
Securities Inc., Salomon Smith Barney Inc., CIBC World Markets Corp., Credit
Suisse First Boston Corporation, Deutsche Bank Securities Inc., Morgan Stanley &
Co. Incorporated, ABN AMRO Incorporated, BancBoston Robertson Stephens Inc, Banc
One Capital Markets Corp., Credit Lyonnais Securities (USA) Inc., First Union
Capital Markets Corp. and Scotia Capital Markets (USA) Inc., relating to certain
contingent increases in the interest rates provided for pursuant to the terms of
the registration rights agreement. As a result of this registration, the new
notes will not bear legends restricting their transfer.
Registration Rights Agreement... You are entitled to exchange your old notes
for registered new 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
notes.
The Exchange Offer.............. We are offering to exchange $1,000 principal
amount of the 10% series A senior
subordinated notes due 2009 in exchange for
10% series B senior subordinated notes due
2009 which have been registered under the
Securities Act for each $1,000 principal
amount of 10% series A senior subordinated
notes due 2009 outstanding issued in July
1999.
In order to be exchanged, an outstanding old
note must be properly tendered and accepted.
All outstanding old notes that are validly
tendered and not validly withdrawn will be
exchanged.
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 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
notes issued in the exchange
8
<PAGE> 16
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 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 notes issued to you in the Exchange
Offer;
- you are not a broker-dealer who purchased
such outstanding old 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 NA.
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
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 notes in the Exchange Offer for its own
account in exchange for old 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 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 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 notes is an
affiliate (as such term is defined in Rule
405 of the
9
<PAGE> 17
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 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 January 28, 2000,
unless we decide to extend the Expiration
Date.
Accrued Interest on the New
Notes and the Outstanding Old
Notes......................... The old notes and the new notes will bear
interest from July 30, 1999. Old 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 notes for
new notes will receive the same interest
payment on November 1, 1999 (the first
interest payment date with respect to the
outstanding old notes and the new 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 notes
will have certain rights against Allied and
us under the registration rights agreement
executed as part of the offering of the
outstanding old notes should we fail to
consummate the Exchange Offer.
Procedures for Tendering
Outstanding Old Notes......... If you are a holder of an old note and you
wish to tender your old 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
10
<PAGE> 18
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
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.
By executing the Letter of Transmittal, each
holder will represent to us that, among
other things,
- the new notes to be issued in the Exchange
Offer are obtained in the ordinary course
of business of the person receiving such
new 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 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 notes
and your name does not appear on a security
position listing of DTC as the holder of
such old notes or if you are a beneficial
owner of registered old 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
notes or registered
11
<PAGE> 19
old notes in the Exchange Offer, you should
promptly contact the person in whose name
your old 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 notes, either make
appropriate arrangements to register
ownership of the outstanding old 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 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
notes cannot be delivered on time, you may
tender your old 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
notes at any time prior to 5:00 p.m., New
York City time, on January 27, 2000 the
business day prior to the Expiration Date,
unless your old notes were previously
accepted for exchange.
Acceptance of Outstanding Old
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 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
notes issued pursuant to Exchange Offer will
be delivered promptly following the
Expiration Date.
Certain U.S. Federal Income Tax
Consequences.................. An exchange of old notes for new notes will
not be taxable to holders. See "Certain
United States Federal Tax
Consequences -- Certain Federal Income Tax
Consequences of the Exchange Offer."
12
<PAGE> 20
Use of Proceeds................. We will not receive any proceeds from the
issuance of new 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 (800) 934-6802 and
the facsimile number for the Exchange Agent
is (651) 244-1537.
CONSEQUENCES OF NOT EXCHANGING OLD NOTES
If you do not exchange your old notes in the Exchange Offer, your old notes
will continue to be subject to the restrictions on transfer set forth in the
legend on the certificate for your old notes. In general, you may offer or sell
your old 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 notes under the Securities Act. See "The Exchange Offer --
Consequences of Exchanging or Failing to Exchange Old Notes."
SUMMARY DESCRIPTION OF THE NEW NOTES
Notes Offered................... $2 billion in aggregate principal amount at
maturity of 10% series B senior subordinated
notes due 2009.
Maturity Date................... The notes will mature on August 1, 2009.
Interest Payments Dates......... The notes will bear interest at the rate of
10% compounded semi-annually on May 1 and
November 1 of each year, commencing November
1, 1999.
Ranking......................... The notes and the guarantees are general
unsecured obligations of and:
-- are subordinate in right of payment to
all of our and the guarantors' existing
and future senior debt;
-- are subordinate to indebtedness under our
senior credit facility to the extent of
the assets securing such indebtedness,
except for the Tranche D Subordinated
Term Loan under our senior credit
facility;
13
<PAGE> 21
-- are equal in right of payment to our and
the guarantors' other existing and future
senior subordinated indebtedness; and
-- are senior to our senior convertible
preferred stock.
As of September 30, 1999, on a pro forma
basis after giving effect to the issuance of
the notes and the application of the
proceeds therefrom, including the BFI
Dispositions, the notes and the guarantees
would have been subordinated to $6,758.0
million of senior debt and approximately
$1,056.9 million would have been available
for borrowing as additional senior debt
under our revolving senior credit facility.
We will be permitted to borrow substantial
additional indebtedness, including senior
debt, in the future under the terms of the
indenture. The terms "indebtedness" and
"subordinated indebtedness" are defined in
the "Description of the New Notes --
Subordination" and "Description of the New
Notes -- Certain Definitions" sections of
this Prospectus.
Optional Redemption............. Before August 1, 2004, we may redeem the
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 on the notes 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 August 1, 2004, we may redeem
all or part of the notes, at redemption
prices that decline over time until the
maturity date.
Public Equity Offering Optional
Redemption.................... Before August 1, 2002, we may redeem on any
one or more occasions up to 33 1/3% of the
aggregate principal amount of the notes with
the net proceeds of one or more public
equity offerings at a price equal to 110.0%
of the principal amount of the notes, plus
accrued and unpaid interest and Special
Interest, if any. See "Description of the
New Notes -- Optional Redemption."
14
<PAGE> 22
Change of Control............... Upon certain change of control events, each
holder of notes may require us to repurchase
all or a portion of its notes at a purchase
price equal to 101% of the principal amount
of such notes, plus accrued interest. See
"Description of the New Notes -- Certain
Definitions" for the definition of a Change
of Control.
Guarantees...................... Our obligations under the 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 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 Notes" in this Prospectus.
Exchange Offer; Registration
Rights........................ Under the registration rights agreement
executed as part of the offering of the
outstanding old notes, we have agreed to:
- file a registration statement within 120
days after the issue date of the old notes
enabling holders to exchange the privately
placed old notes for publicly registered
notes with identical terms,
- use our best efforts to cause the
registration statement to become effective
within 210 days after the issue date of
the old notes,
15
<PAGE> 23
- 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 notes if we cannot effect an
exchange offer within the time periods
listed above and in certain other
circumstances.
The interest rate on the 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 notes.
16
<PAGE> 24
RISK FACTORS
You should consider carefully the following risks and all of the
information set forth in this Prospectus before tendering your old notes in the
Exchange Offer and making an investment in the new notes. The risk factors set
forth below (other than "-- Consequences of Not Exchanging Old Notes") are
generally applicable to the old notes as well as the new notes.
YOU MAY BE ADVERSELY AFFECTED BY THE CONSEQUENCES OF NOT EXCHANGING NOTES.
If you do not exchange your old notes for the new notes pursuant to the
Exchange Offer, you will continue to be subject to the restrictions on transfer
of your old notes described in the legend on your old notes. The restrictions on
transfer of your old notes arise because we issued the old 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 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 notes under the Securities Act. In addition, if you exchange your old
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 notes are tendered and accepted in the Exchange
Offer, the trading market, if any, for the old notes would be adversely
affected. See "The Exchange Offer -- Consequences of Exchanging or Failing to
Exchange Old Notes."
HOLDERS WILL BE RESPONSIBLE FOR COMPLIANCE WITH EXCHANGE OFFER PROCEDURES AND
THERE MAY BE CONSEQUENCES OF YOUR FAILURE TO EXCHANGE YOUR NOTES.
We will issue the new notes in exchange for the old notes pursuant to this
Exchange Offer only after we have timely received such old 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 notes in exchange
for new 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
notes for exchange. The Exchange Offer will expire at 5:00 p.m., New York City
time, on January 28, 2000, or on a later extended date and time as we may decide
(the "Expiration Date"). Old 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 of the old notes. In general, the old 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 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 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 notes under the Securities Act.
The new notes and any old 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.
17
<PAGE> 25
YOU MUST MEET REQUIREMENTS FOR TRANSFER OF NEW 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 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 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 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 arrangement or understanding with respect to a
distribution of the new 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 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
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 notes where the old notes exchanged for such
new 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 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.
OUR SUBSTANTIAL INDEBTEDNESS COULD RESTRICT OUR OPERATIONS, MAKE US MORE
VULNERABLE TO ADVERSE ECONOMIC CONDITIONS AND MAKE IT MORE DIFFICULT FOR US TO
MAKE PAYMENTS ON THE NOTES.
We have had and will continue to have a substantial amount of outstanding
indebtedness with significant debt service requirements. The following chart
shows specified important credit statistics and is presented giving effect to
the offering of the old
18
<PAGE> 26
notes in July 1999 and the acquisition of BFI, including the BFI Dispositions,
as of the date specified below:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
---------------------------
(IN MILLIONS, EXCEPT RATIO)
<S> <C>
Senior Credit facility........................... $4,181.0
Assumed BFI debt................................. 1,218.4
1998 Senior Notes................................ 1,698.2
1999 Notes....................................... 2,008.3
Capital leases and other notes................... 136.4
Current portion of long-term debt................ 24.0
--------
Total indebtedness.......................... $9,266.3
========
Stockholders' equity............................. $1,601.4
========
Debt to equity ratio............................. 5.8x
</TABLE>
On a pro forma basis, earnings were insufficient to cover fixed charges for
the year ended December 31, 1998 and for the nine months ended September 30,
1999 by $417.6 million and $473.6 million, respectively. The insufficiency for
the year ended December 31, 1998 was primarily due to non-recurring, acquisition
related and unusual costs and asset impairments included in earnings.
Our substantial indebtedness could have important consequences to you. For
example, it could:
- make it more difficult for us to satisfy our obligations with respect to
these notes;
- require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, therefore reducing the
availability of our cash flow to fund working capital, capital
expenditures and for other general corporate purposes;
- increase our vulnerability to economic downturns and competitive
pressures in the industry in which we operate;
- increase our vulnerability to interest rate increases for the portion of
unhedged debt under our senior credit facility;
- place us at a competitive disadvantage compared to our competitors that
have less debt in relation to cash flow;
- limit our flexibility in planning for, or reacting to changes in our
business and the industry in which we operate;
- limit, among other things, our ability to borrow additional funds; and
- subject us to financial and other restrictive covenants in our
indebtedness. The failure to comply with these covenants could result in
an event of default which, if not cured or waived, could have a material
negative effect on us.
See "Certain Indebtedness" and "Description of Notes -- Repurchase at the
Option of Holders."
19
<PAGE> 27
TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.
Our ability to make payments on our indebtedness, including the notes, will
depend on our ability to generate cash flow in the future. This, to a certain
extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. Based on our current
level of operations and anticipated cost savings and operating improvements, we
believe our cash flow from operations, available cash and available borrowings
under our senior credit facility, will be adequate to meet our liquidity needs
for the foreseeable future.
We cannot assure you, however, that our business will generate sufficient
cash flow from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule, or at all, or that future borrowings
will be available to us under our senior credit facility in an amount sufficient
to enable us to pay our indebtedness, including these notes, or to fund our
other liquidity needs. We may need to refinance all or a portion of our
indebtedness, including these notes on or before maturity. We cannot assure you
that we will be able to refinance any of our indebtedness, including our new
senior credit facility and these notes, on commercially reasonable terms or at
all.
DESPITE CURRENT INDEBTEDNESS LEVELS, WE AND OUR SUBSIDIARIES MAY STILL BE ABLE
TO INCUR SUBSTANTIALLY MORE DEBT. THIS COULD INCREASE THE RISKS DESCRIBED ABOVE.
We and our subsidiaries may be able to incur substantial additional
indebtedness in the future. The terms of the indenture do not fully prohibit us
or our subsidiaries from doing so. Pro forma for the acquisition, as of
September 30, 1999, our revolving senior credit facility will permit additional
borrowings of up to approximately $1,056.9 million, and all of those borrowings
would be senior to the notes and the guarantees. If new debt is added to our and
our subsidiaries' current debt levels, the related risks that we and they now
face could intensify.
See "Selected Financial Data of Allied," "Certain Indebtedness -- The
Senior Credit Facility" and "Description of Notes -- Repurchase at the Option of
Holders."
WE MAY NOT BE ABLE TO FINANCE FUTURE NEEDS OR ADAPT OUR BUSINESS PLAN TO CHANGES
BECAUSE OF RESTRICTIONS PLACED ON US BY THE OUR SENIOR CREDIT FACILITY AND THE
INDENTURE AND INSTRUMENTS GOVERNING OUR OTHER INDEBTEDNESS.
Our senior credit facility, the indenture and certain of our other
indebtedness agreements contain covenants that restrict our ability to make
distributions or other payments to our investors and creditors unless certain
financial tests or other criteria are satisfied. We must also comply with
certain specified financial ratios and tests. In some cases our subsidiaries are
subject to similar restrictions which may restrict their ability to make
distributions to us. If we do not comply with these or other covenants and
restrictions contained in the senior credit facility or the indenture, we could
be in default under those agreements and the debt, together with accrued
interest, could then be declared immediately due and payable. If we default
under the senior credit facility, the lenders could cause all our outstanding
debt obligations under the senior credit facility to become 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. Our ability to comply
with these
20
<PAGE> 28
provisions of the senior credit facility and the indenture may be affected by
changes in the economic or business conditions or other events beyond our
control.
Our senior credit facility, the indenture and certain other indebtedness
agreements contain additional affirmative and negative covenants, including
limitations on our ability to incur additional indebtedness and to make
acquisitions and capital expenditures which could affect our ability to operate
our business. The indenture for the notes will restrict, among other things, our
ability to incur additional debt, sell assets, create liens or other
encumbrances, make certain payments and dividends or merge or consolidate. All
of these restrictions could affect our ability to operate our business and may
limit our ability to take advantage of potential business opportunities as they
arise. A failure to comply with these covenants and restrictions could result in
an event of default under either the senior credit facility or the indenture
which could lead to an acceleration of debt under other debt instruments that
may contain cross-acceleration or cross-default provisions. If the indebtedness
under our senior credit facility, $1.7 billion of the 1998 senior notes issued
in December 1998 (the "1998 Senior Notes") or the notes is accelerated, we may
not have sufficient assets to repay amounts due under our senior credit
facility, the 1998 Senior Notes, the notes or on other debt securities then
outstanding.
HOLDERS OF SENIOR INDEBTEDNESS WILL BE PAID BEFORE HOLDERS OF THE NOTES ARE
PAID.
The notes and the guarantees rank behind all of our and the guarantors'
existing indebtedness, except the Tranche D Subordinated Term Loan under the
senior credit facility, and all of our and their future borrowings and any
future indebtedness that expressly provides that it ranks equal with, or
subordinated in right of payment to, the notes and the guarantees. As a result,
upon any distribution to our creditors or the creditors of the guarantors in a
bankruptcy, liquidation or reorganization or similar proceeding relating to us
or the guarantors or our or their property, the holders of our senior debt and
senior debt of the guarantors will be entitled to be paid in full in cash before
any payment may be made with respect to these notes or the guarantees.
In addition, all payments on the notes and the guarantees will be blocked
in the event of a payment default on senior debt and may be blocked for up to
179 of 360 consecutive days in the event of certain non-payment defaults on
senior debt.
In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, holders of the notes and all other
holders of our and the guarantors' subordinated indebtedness will participate in
the assets remaining after we and the guarantors have paid all of the senior
debt. However, because the indenture requires that amounts otherwise payable to
holders of the notes in a bankruptcy or similar proceeding be paid to holders of
senior debt instead, holders of the notes may receive less, ratably, than
holders of senior debt in any such proceeding. In any of these cases, we and the
guarantors may not have sufficient funds to pay all of our creditors and holders
of notes may receive less, ratably, than the holders of senior debt.
As of September 30, 1999, pro forma for the BFI acquisition, including the
BFI Dispositions, the notes and the guarantees would have been subordinated to
$6,758.0 million of senior debt and approximately $1,056.9 million would have
been available for borrowing as additional senior debt under our revolving
senior credit facility. We will be permitted to borrow substantial additional
indebtedness, including senior debt, in the future under the terms of the
indenture.
21
<PAGE> 29
HOLDERS OF SECURED DEBT WILL HAVE A PRIOR CLAIM TO A MAJORITY OF OUR ASSETS AND,
THEREFORE, WILL BE PAID BEFORE THE HOLDERS OF THE NOTES ARE PAID.
Our senior credit facility is secured by a substantial majority of the
assets of Allied NA and our domestic subsidiaries (including BFI and its
domestic subsidiaries). In addition, the senior credit facility is secured by a
pledge of (1) 100% of the capital stock of Allied NA and 100% of the capital
stock of a substantial majority of our other domestic subsidiaries (including
BFI and its domestic subsidiaries), and (2) 65% of the capital stock of
substantially all of our foreign subsidiaries. The assets of BFI and its
domestic subsidiaries, to the extent they are pledged to provide collateral
security to the lenders, will also be pledged to provide equal and ratable
collateral security to the holders of the 1998 Senior Notes and the holders of
specified existing debt of BFI. As a result, a substantial majority of the
assets of Allied NA and our wholly-owned domestic subsidiaries, together with
the capital stock of Allied NA and the capital stock of a substantial majority
of our other subsidiaries, will only be available for payment of obligations
with respect to the notes after the holders of debt under our senior credit
facility, and, in the case of a substantial majority of the assets and capital
stock of BFI and its subsidiaries, the holders of 1998 Senior Notes and the
holders of specified existing debt of BFI, have been paid in full. Accordingly,
there may not be sufficient funds remaining to pay amounts due on the notes.
YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES COULD BE ADVERSELY AFFECTED IF ANY
OF OUR NON-GUARANTOR SUBSIDIARIES DECLARE BANKRUPTCY, LIQUIDATE, OR REORGANIZE.
Most, but not all, of our subsidiaries have guaranteed the notes. In the
event of a bankruptcy, liquidation or reorganization of any of the non-guarantor
subsidiaries, holders of their indebtedness and their trade creditors will
generally be entitled to payment of their claims from the assets of those
subsidiaries before any assets are made available for distribution to us. The
non-guarantor subsidiaries represent in the aggregate approximately 1% of our
combined company revenues and assets.
WE MAY NOT BE ABLE TO COMPLETE EXPECTED ASSET SALES AND/OR MAY ALSO BE
RESTRICTED IN OUR ABILITY TO USE PROCEEDS FROM THE ASSETS SALES TO REPAY DEBT
OTHER THAN OUR SENIOR CREDIT FACILITY.
In connection with the BFI acquisition we have identified potential asset
sales which are expected to result in net proceeds of approximately $1.8 billion
within the first year after the acquisition. We have received approximately
$854.5 million from such asset sales to date which was used to reduce
indebtedness. The net proceeds of the other asset sales are required to be used
first to reduce debt under the Asset Sale Term Loan and second to reduce other
amounts outstanding under our senior credit facility. The Asset Sale Term Loan
matures two years after the date of the acquisition of BFI or initial
borrowings. We cannot assure you that the balance of these asset sales will be
completed or that the timing of a sale of assets or receipt of the proceeds from
a sale will occur in time to repay the Asset Sale Term Loan according to its
terms. See "Certain Indebtedness."
In addition, we will lose the revenues we receive from the assets we sell.
We are depending on the receipt of proceeds from selling these assets to make
principal payments on our debt. If we do not receive the price we want for these
assets, our financial condition could deteriorate.
22
<PAGE> 30
WE CANNOT ASSURE YOU THAT ALLIED AND BFI WILL BE SUCCESSFULLY INTEGRATED OR THAT
ALLIED'S OTHER RECENT ACQUISITIONS WILL BE SUCCESSFULLY INTEGRATED INTO A SINGLE
ENTITY.
If we cannot successfully integrate BFI operations we may experience
material negative consequences to our business, financial condition or results
of operations. The integration of companies that have previously operated
separately involves a number of risks, including:
- demands on management related to the significant increase in size of
Allied after the acquisition, including the combining of operations
resulting from Allied's other recent acquisitions;
- the diversion of management's attention from the management of daily
operations to the integration of operations;
- difficulties in the assimilation and retention of employees;
- challenges in keeping customers; and
- potential adverse effects on operating results.
Before the acquisition, Allied and BFI operated as separate entities. We
may not be able to maintain the levels of operating efficiency that Allied or
BFI had achieved or might achieve separately. Successful integration of BFI's
operations will depend upon our ability to manage those operations and to
eliminate redundant and excess costs. Because of difficulties in combining
operations, we may not be able to achieve the cost savings and other size
related benefits that we hope to achieve after the acquisition.
WE HAVE A LIMITED OPERATING HISTORY WITH REGARD TO RECENTLY ACQUIRED BUSINESSES.
During 1997 and 1998, Allied acquired many other companies, with revenues
of approximately $1.1 billion at the time of acquisition, and sold operations
with revenues of approximately $134.9 million; therefore, we have only a limited
history of operating a significant portion of our business. We plan to continue
acquiring landfills, collection operations and transfer stations in the future.
We cannot assure you that our efforts to integrate acquired operations will be
effective, or that expected financial benefits and operational efficiencies will
be realized. Our failure to effectively integrate the acquired operations could
have a material negative effect on our future results of operations and
financial position. As we continue to grow, we cannot assure you that our
management group will be able to oversee the company, effectively implement our
operating or growth strategies. As a result, our financial position and results
of operations may fluctuate significantly from period to period. During 1998,
Allied acquired 54 businesses, which collectively had annual revenues of
approximately $741.9 million, and sold operations representing approximately
$7.0 million in annual revenues. In addition, through September 30, 1999, we
completed 44 additional acquisitions, excluding the acquisition of BFI. BFI's
operations were and are significantly larger than the operations of any previous
acquisitions and represent a substantial increase in the scope of Allied's
business.
23
<PAGE> 31
WE MAY NOT ACHIEVE THE EXPECTED COST SAVINGS AND OTHER BENEFITS OF THE
ACQUISITION OF BFI AND WE WILL HAVE SIGNIFICANT ACQUISITION RELATED COSTS, OTHER
THAN TRANSACTION RELATED COSTS, THAT WILL HAVE A MATERIAL NEGATIVE EFFECT ON OUR
RESULTS OF OPERATIONS.
We expect to have achieved annual cost savings of approximately $360.0
million by the second year following the acquisition of BFI. The potential cost
savings are based on analyses completed by members of our management and are
based, in part, on 1999 cost estimates for BFI and us. These analyses
necessarily involve assumptions as to future events, including general business
and industry conditions, competitive factors, the availability of funds for
investment and the timing of events, local labor markets and labor productivity
as well as general economic conditions and other matters many of which are
beyond our control and may not materialize. While we believe these analyses and
their underlying assumptions to be reasonable, they are inherently estimates
which are difficult to predict and are necessarily speculative in nature. In
addition, the inability to achieve sales levels and operating results that
support the cost savings and unforeseen operational efficiencies resulting from
steps taken to implement the cost savings could adversely affect our ability to
achieve the cost savings. In addition, we cannot assure you that unforeseen
factors will not offset the estimated cost savings or other components of our
business plan. As a result, our actual cost savings, if any, could differ
considerably or be considerably delayed, compared to our estimates.
We may have substantial costs in connection with the acquisition of BFI.
The costs of combining our companies will also result in other one-time charges
to the results of operations of the combined company. The actual amount of these
charges cannot be determined until after the acquisition. We also expect to have
significant charges resulting from the acquisition in the future.
IN ORDER TO OBTAIN GOVERNMENTAL AND REGULATORY APPROVALS UNDER ANTITRUST LAWS,
WE HAVE AGREED TO THE SALE OR DIVESTITURE OF CERTAIN OF ALLIED'S OR BFI'S
OPERATIONS WHICH MAY RESULT IN A COMBINED COMPANY WITH FEWER ASSETS AND LOWER
REVENUES AND NET INCOME THAN WOULD BE THE CASE IF SUCH SALES OR DIVESTITURES
WERE NOT EFFECTED.
On July 20, 1999, Allied, BFI and the Antitrust Division of the Department
of Justice executed a consent order which allows the consummation of the
acquisition. The consent order requires the sale of certain assets of Allied and
BFI with combined reported revenues of approximately $197 million.
OUR BUSINESS STRATEGY MAY NOT BE SUCCESSFUL AND WE MAY HAVE POTENTIAL
DIFFICULTIES IN OBTAINING SUITABLE LANDFILLS, COLLECTION OPERATIONS, TRANSFER
STATIONS AND PERMITS.
Our ability to continue to implement our vertical integration strategy
successfully will depend on our ability to identify and acquire or develop
appropriate landfills, collection operations and transfer stations. We cannot
assure you that we will be able to find appropriate acquisition candidates,
acquire those acquisition candidates that we find, or integrate the acquisition
candidates effectively or profitably.
Acquisitions may increase our capital requirements because acquisitions
require sizable amounts of capital, and competition with other solid waste
companies that have a similar acquisition strategy may increase prices. If
acquisition candidates are unavailable or too costly, we may need to change our
business strategy. In addition, we cannot assure you
24
<PAGE> 32
that we will successfully obtain the permits we require to operate our business
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. Our failure to obtain the
required permits to operate non-hazardous solid waste landfills could have a
material negative effect on our future results of operations.
In connection with our acquisition of existing landfills, we may also have
to spend considerable time, effort and money to obtain permits required to
increase the capacity of existing landfills. We cannot predict if we will be
able to obtain the governmental approvals necessary to establish new or expand
existing landfills and, if we do, whether or not it will be economically
beneficial to do so. Further, we cannot assure you that we will be successful in
obtaining new landfill sites or expanding the permitted capacity of our current
landfills once our landfill capacity is full. In such event, we may have to
dispose collected waste at landfills operated by our competitors or haul the
waste long distances at a higher cost to another of our landfills, which could
have a material negative effect on our waste disposal expenses.
THE SOLID WASTE INDUSTRY IS A CAPITAL INTENSIVE INDUSTRY THAT MAY CONSUME OUR
CASH FROM OUR OPERATIONS AND BORROWINGS.
Our ability to remain competitive, sustain our growth and operations, and
expand operations largely depends on our access to capital. We intend to fund
our cash needs through cash flow from operations and borrowings under the our
senior credit facility. However, we may require additional equity and/or debt
financing to fund our growth and for debt repayment obligations. During 1999, we
expect to spend approximately $450 million for capital expenditures and closure
and post-closure and remediation expenditures related to our landfill
operations. If we acquire or expand our operations, the amount we expend 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 us to finance working capital deficits.
Our 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 our operating costs and therefore impair our ability to
invest in our existing facilities or in new facilities.
Our ability to pay our debt obligations or to refinance our indebtedness
depends on our future performance. Our future performance may be affected by
general economic, financial, competitive, legislative, regulatory and other
factors beyond our control. We believe that our current available cash flow and
borrowings available under the senior credit facility and other sources of
liquidity will meet our anticipated future requirements for working capital,
letters of credit, closure, post-closure and remediation expenditures,
borrowings under our senior credit facility, the 1998 Senior Notes, the assumed
BFI debt and the notes.
We may need to refinance our senior credit facility, 1998 Senior Notes, the
notes and/or other indebtedness to pay the principal amounts due at maturity. In
addition, we may need additional capital to fund future acquisitions and
integrations of solid waste businesses. We cannot assure you that our business
will generate sufficient cash flow or
25
<PAGE> 33
obtain sufficient funds to enable us to pay our debt obligations and capital
expenditures or that refinancing will be available on commercially reasonable
terms or at all.
WE COMPETE WITH LARGE COMPANIES AND MUNICIPALITIES WHICH MAY HAVE GREATER
FINANCIAL AND OPERATIONAL RESOURCES. WE ALSO COMPETE WITH THE USE OF
ALTERNATIVES TO LANDFILL DISPOSAL BECAUSE OF STATE REQUIREMENTS TO REDUCE
LANDFILL DISPOSAL AND WE CANNOT ASSURE YOU THAT WE WILL CONTINUE TO OPERATE OUR
LANDFILLS AT FULL CAPACITY.
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 three large national waste management companies:
Waste Management, Inc., our company, and Republic Services, Inc. It also
includes numerous regional and local companies, including Superior Services,
Inc., which was acquired by Vivendi S.A. in July 1999, 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 and BFI operate 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 we will be able to operate our landfills
at their full capacity or charge current prices for landfill disposal services
due to the decrease in demand for services.
We also encounter competition with our 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 we will be able to locate or acquire suitable acquisition
candidates at economical prices and terms in the current markets we serve or new
markets.
FEDERAL AND STATE STATUTES MAY ALLOW COURTS TO FURTHER SUBORDINATE OR VOID THE
GUARANTEES. FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC
CIRCUMSTANCES, TO VOID OR SUBORDINATE GUARANTEES AND REQUIRE NOTEHOLDERS TO
RETURN PAYMENTS RECEIVED FROM GUARANTORS.
Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of a
guarantee could be subordinated to all other debts of that guarantor if, among
other things, the guarantor, at the time it incurred the indebtedness evidenced
by its guarantee (1) issued the guarantee with the intent of hindering, delaying
or defrauding any current or future creditor or contemplated insolvency with a
design to favor one or more creditors to the total or partial
26
<PAGE> 34
exclusion of other creditors, or (2) received less than reasonably equivalent
value or fair consideration for issuing its guarantee and:
- was insolvent or rendered insolvent by reason of such incurrence; or
- was engaged in a business or transaction for which the guarantor's
remaining assets constituted unreasonably small capital; or
- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.
In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor, or to a fund for the
benefit of the creditors of the guarantor.
The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:
- the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets; or
- the present fair saleable value of its assets were 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, after giving effect to the debt incurred by us
and the guarantors under the notes and the acquisition of BFI neither we nor the
guarantors will be insolvent, will not have unreasonably small capital for the
business in which we are engaged and will not have incurred debts beyond each of
our 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.
WE CANNOT ASSURE YOU THAT UNDER LAWS APPLICABLE TO FRAUDULENT TRANSFERS THAT THE
PAYMENT OF THE MERGER CONSIDERATION IN THE ACQUISITION TO BFI STOCKHOLDERS WILL
NOT BE DEEMED TO BE A "FRAUDULENT TRANSFER" AND THE NOTES MAY NOT BE AN
ENFORCEABLE OBLIGATION OF THE ISSUER AND GUARANTORS.
If at the effective time and after giving effect to the acquisition
(including the proposed financing of the acquisition), BFI is, as a matter of
United States federal or state law, determined to have (1) been insolvent or
rendered insolvent by reason of the financing for the acquisition, (2) engaged
or about to engage in a business or transaction for which its remaining assets
constituted unreasonably small capital to carry on its business, or (3) intended
to incur, or believed that it would incur, debts beyond its ability to pay such
debts as they matured, the transfer of the consideration in the acquisition to
BFI's stockholders may be deemed to be a "fraudulent transfer," or an otherwise
impermissible dividend or distribution under applicable United States federal or
state law, and therefore may be subject to claims of the respective creditors or
trustees in bankruptcy of BFI, Allied and Allied NA or any of such corporations
as a debtor-in-possession. In addition, a trustee in Bankruptcy may seek, and
creditors may sue under state statutes, to have the obligations represented by
the notes and the guarantees by the guarantors voided in whole, or in part.
27
<PAGE> 35
The measures of insolvency for purposes of the foregoing will vary
depending on the law of the jurisdiction that is being applied. Generally,
however, a debtor will be considered insolvent at a particular time if the sum
of its debts is then greater than all of its property at a fair valuation or if
the present fair saleable value of its assets was then less than the amount that
would be required to pay its probable liabilities with respect to its existing
debts as they became absolute and matured. In connection with the funding of our
senior credit facility, The Chase Manhattan Bank received a letter from an
independent evaluation firm satisfactory to the initial lenders which set forth
that firm's opinion as to the solvency of Allied after giving effect to the
acquisition. BFI also received a solvency letter to BFI reasonably satisfactory
in form and substance to BFI and also received a certificate from Allied
regarding the solvency of Allied and its subsidiaries, taken as a whole, giving
effect to the acquisition and the transactions contemplated by the merger
agreement, including the related financing. We cannot assure you, however, that
a court passing on these same issues would reach the same conclusion.
WE MAY NOT BE ABLE TO REPURCHASE NOTES UPON A CHANGE OF CONTROL WHICH WOULD BE
AN EVENT OF DEFAULT UNDER THE INDENTURE.
Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes. Our senior
credit facility restricts us from repurchasing the notes without the approval of
the lenders. In addition, it is possible that we will not have sufficient funds
at the time of the change of control to make the required repurchase of notes or
that restrictions in our senior credit facility will not allow such repurchases.
Certain corporate events would also constitute a change of control under the
senior credit facility which might not constitute a change of control under our
other debt instruments, including these notes. This would constitute an event of
default under the senior credit facility, entitling the lenders to, among other
things, cause all our outstanding debt obligations thereunder to become due and
payable, and proceed against their collateral. For example, certain important
corporate events, such as leveraged recapitalizations that would increase the
level of our indebtedness, would constitute a change of control under our senior
credit facility but would not constitute a "Change of Control" under the
indenture. Our failure to repurchase the notes would constitute an event of
default under the indenture. See "Description of Notes -- Repurchase at the
Option of Holders."
LOSS OF KEY EXECUTIVES AND FAILURE TO ATTRACT QUALIFIED MANAGEMENT COULD LIMIT
OUR GROWTH AND NEGATIVELY IMPACT OUR OPERATIONS.
We depend highly upon our senior management team. As we grow, we 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 materially adversely affect our operations and financial
condition. See "Management."
WE ARE SUBJECT TO COSTLY ENVIRONMENTAL REGULATIONS AND MAY HAVE 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, storage
and disposal of solid and hazardous wastes and
28
<PAGE> 36
materials, air quality, water quality and the remediation of contamination
associated with the release of hazardous substances.
Our compliance with regulatory requirements is costly. 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 we will be able
to implement price increases sufficient to offset the cost of complying with
these standards. In addition, environmental regulatory changes could accelerate
or increase expenditures for closure and post-closure monitoring at solid waste
facilities and obligate us to spend sums in addition to those presently accrued
for such purposes.
In addition to the costs of complying with environmental regulations, we
are involved in administrative and judicial proceedings related to environmental
matters. As a result we may be required to pay fines or may lose certain permits
and licenses. For example, BFI recently discovered and self-reported to the
Michigan Department of Natural Resources certain violations of the federal Clean
Air Act in connection with the operation of a medical waste incinerator in
Michigan. Although there has been no final resolution of the matter, and the
parties are still negotiating, the Michigan Department of Natural Resources has
proposed penalties of approximately $200,000. In addition, we may have to defend
ourselves against governmental agencies and surrounding landowners who assert
claims alleging environmental damage, personal injury, property damage and/or
violations of permits and licenses by us. 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 and expanding current facilities. A significant
judgment against us, the loss of a significant permit or license or the
imposition of a significant fine could have a material negative effect on our
financial condition.
Certain of Allied's and BFI's waste disposal operations traverse state and
county boundaries. In the future, our collection, transfer and landfill
operations may also be affected by proposed 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 of and 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 we operate
landfills that receive a significant portion of waste originating from
out-of-state, our operations could be negatively 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. Our collection, transfer and landfill operations may also be affected
by "flow control" legislation which may be proposed in the United States
Congress. This proposed federal legislation may allow states and local
governments to direct waste generated within their jurisdiction to a specific
facility for disposal or processing. If this or similar legislation is enacted,
state or local governments with jurisdiction over our landfills could act to
limit or prohibit disposal or processing of waste in our landfills.
WE MAY HAVE HAZARDOUS SUBSTANCES LIABILITY.
Each of Allied and BFI has been identified as a potentially responsible
party at numerous sites under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"). CERCLA has been
interpreted to impose strict, joint and several liability on current and former
owners or operators of a
29
<PAGE> 37
facility 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 our
efforts to comply with applicable regulations and to avoid transporting and
receiving hazardous substances, such substances may be present in waste
collected by us or disposed of in our 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.
THERE MAY BE POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH OUR ACQUISITIONS,
INCLUDING THE ACQUISITION OF BFI.
We 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 we, as a successor owner,
are responsible. In connection with any acquisition made by us, including the
acquisition of BFI, there may be liabilities that we fail to discover or are
unable to discover including liabilities arising from non-compliance with
environmental laws by prior owners and for which we, as successor owner, may be
responsible. There may also be liabilities arising from transactions by BFI
prior to our acquisition of BFI which we may fail to discover and/or for which
we may be responsible. Additionally, as is typical in agreements for the
acquisition of a public company, our merger agreement with BFI does not provide
for indemnification of us by BFI for any environmental liabilities or for other
potential liabilities.
WE MAY BE UNINSURED AND/OR WE MAY BE UNDERINSURED FOR ENVIRONMENTAL LIABILITIES.
As is typically the case in the solid waste industry, we are able to obtain
only very limited environmental impairment insurance regarding our 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 $5.0 million for the policy term in excess of a $1.0
million deductible per claim. We have obtained higher limits of $10.0 million in
excess of a $1.0 million deductible per claim where required by state law. After
the acquisition, the cost of such liability insurance may increase or may not be
available to us on commercially reasonable terms. Although BFI has environmental
impairment insurance to the extent it is required to do so by applicable law,
its policy requires it to reimburse the insurer for any losses, and accordingly,
BFI has been, from a practical viewpoint, self-insured. An uninsured or
underinsured claim of sufficient magnitude would require us to fund such claim
from cash flow generated by operations or borrowings under our senior credit
facility or other sources of liquidity. We cannot assure you that we would be
able to fund any such claim from cash provided by operations, our senior credit
facility or elsewhere.
WE MAY BE AFFECTED BY ADVERSE WEATHER CONDITIONS.
Our 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 our
30
<PAGE> 38
customers. In addition, certain of our 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 our
future results of operations.
YOU MAY NOT BE ABLE TO SELL YOUR NOTES IF A TRADING MARKET FOR THE EXCHANGE
NOTES DOES NOT DEVELOP.
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 notes are eligible for trading in the PORTAL
market. However, we do not intend to apply for listing of the 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.
31
<PAGE> 39
RATIO OF EARNINGS TO FIXED CHARGES OF ALLIED
The following table sets forth the ratio of earnings to fixed charges of
Allied for the nine months ended September 30, 1999 and for each of the five
years in the period ended December 31, 1998.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- ------------------------------------
1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.................... * ** 1.5x *** 1.9x 1.2x
</TABLE>
- -------------------------
(1) For purposes of calculating the ratio of earnings to fixed charges, earnings
consist of income (loss) before taxes and fixed charges, exclusive of
preferred stock dividends. Fixed charges include interest expense and
capitalized interest.
* Earnings were inadequate to cover fixed charges by approximately $313.7
million.
** Earnings were inadequate to cover fixed charges by approximately $122.0
million.
*** Earnings were inadequate to cover fixed charges by approximately $65.5
million.
32
<PAGE> 40
THE EXCHANGE OFFER
TERMS OF THE EXCHANGE OFFER
- --------------------------------------------------------------------------------
Summary: The Company will accept for exchange old notes that are validly
tendered to the exchange agent before the earliest of:
- 5:00 p.m., New York City time, on January 28, 2000, or such later date
and time to which it is extended, except that it may not be extended
beyond February 13, 2000,
- the date when all old notes have been tendered, or
- the date on which the Company terminates the Exchange Offer.
The Company will return any old 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 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 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
January 28, 2000, 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, $2 billion aggregate principal amount of
the old 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 notes at the addresses set forth in the securities
register with respect to old notes maintained by the Trustee. The Company's
obligation to accept old notes for exchange pursuant to the Exchange Offer is
subject to certain conditions as set forth below. See "-- Acceptance of Old
Notes; Delivery of New 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 notes, by mailing written
notice of such extension to the holders thereof as described below. During any
extension, all old notes previously tendered will remain subject to the Exchange
Offer and may be accepted for exchange by the Company. Any old 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 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 notes as promptly as
practicable, such notice to be mailed to the holders of record of the old 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.
33
<PAGE> 41
PROCEDURES FOR TENDERING OLD NOTES
- --------------------------------------------------------------------------------
Summary: The Trustee is serving as Exchange Agent in connection with the
Exchange Offer. Holders of old 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 notes which they hold as nominee by book-entry
transfer. Questions regarding the Exchange Offer, tender of the old notes, or
the Exchange Offer generally, must be directed to the Exchange Agent.
- --------------------------------------------------------------------------------
Letter of Transmittal. The tender to the Company of old 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 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 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 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 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 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 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 notes
surrendered for exchange pursuant thereto are tendered (1) by a registered
holder of the old 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").
34
<PAGE> 42
If old notes are registered in the name of a person other than the person
signing the Letter of Transmittal, the old 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 notes, the old 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 notes.
Representatives. If the Letter of Transmittal or any old 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
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 notes. If
any holder of old 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 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 notes for its own account in exchange for
old notes must acknowledge that the old 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 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 NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
The Company will accept, promptly after the Expiration Date, all old notes
properly tendered and will issue the new notes promptly after acceptance of the
old notes. For each old note accepted for exchange, the holder of the old note
will receive a new note having a principal amount equal to that of the
surrendered old note. The new notes will bear interest from the most recent date
to which interest has been paid on the old notes or, if no interest has been
paid on the old notes, from July 30, 1999. Accordingly, if the relevant record
date for interest payment occurs after the completion of the Exchange Offer,
registered holders of new 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 July 30, 1999. If, however, the relevant record
date for interest payment occurs prior to the completion of the Exchange Offer,
registered holders of old notes on the record date will receive interest
accruing from the most recent date to which interest has been paid or, if
35
<PAGE> 43
no interest has been paid, from July 30, 1999. Old 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 notes whose old notes are accepted for exchange will not receive
any payment in respect of interest on the old 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 notes for old 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 notes or a timely Book-Entry Confirmation of the
old 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 notes are not accepted for any reason set forth in the
terms and conditions of the Exchange Offer or if certificates representing old
notes are submitted for a greater principal amount than the holder desires to
exchange, certificates representing the unaccepted or non-exchanged old notes
will be returned without expense to the tendering holder thereof (or, in the
case of old 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 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 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 notes not properly tendered or not to accept any
particular old 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 notes either before or after the Expiration Date
(including the right to waive the ineligibility of any holder who seeks to
tender old notes in the Exchange Offer). The interpretation of the terms and
conditions of the Exchange Offer as to any particular old 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
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 notes for exchange, nor shall any
of them incur any liability for failure to give any notification.
BOOK-ENTRY TRANSFER
The Exchange Agent will ask to establish an account with respect to the old
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 notes by
36
<PAGE> 44
causing the Book-Entry Transfer Facility to transfer the old 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 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 notes desires to tender the old notes and the
old notes are not immediately available, or time will not permit the holder's
old 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 notes and the amount of old 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 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 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 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 notes to
be withdrawn, identify the old notes to be withdrawn (including the principal
amounts of such old notes), and (where certificates for old notes have been
transmitted) specify the name in which such old notes are registered, if
different from that of the withdrawing holder.
If certificates for old notes have been delivered or otherwise identified
to the Exchange Agent, then, prior to the release of such certificates, the
withdrawing holder
37
<PAGE> 45
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 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 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 notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any old
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 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 notes will be credited to an account
maintained with the Book-Entry Transfer Facility for the old notes) as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn old notes may be retendered by following one of the
procedures described under "-- Procedure for Tendering Old 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:
<TABLE>
<S> <C>
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: (800) 934-6802
</TABLE>
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 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 notes in the name of, or request that old notes not
tendered or not accepted in the
38
<PAGE> 46
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 notes will not have dissenters' rights or appraisal rights
in connection with the Exchange Offer.
CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES
Holders of old notes who do not exchange their old notes for new notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of the old notes. In general, the old 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 notes under the Securities Act.
RESALE OF THE NEW NOTES
Based on interpretations by the staff of the SEC issued to third parties,
new notes issued pursuant to the Exchange Offer in exchange for old 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 notes are acquired in the ordinary course of the holders'
business, and
- the holders have no arrangement with any person to participate in the
distribution of the new 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 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 notes. See "Summary of the
Terms of the Exchange Offer -- Resale of the New 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 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 notes for its own account in exchange
for old notes must acknowledge that the old 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 notes. Any such broker-dealer may be deemed to
39
<PAGE> 47
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 notes
in that jurisdiction prior to offering or selling the new 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
notes for the old notes. In the Registration Rights Agreement, the Company also
agreed under limited circumstances to file the Shelf Registration Statement to
register the resale of certain old notes and new notes. If the Company defaults
on certain of its registration obligations under the Registration Rights
Agreement, the affected note holders will be entitled to Special Interest.
- --------------------------------------------------------------------------------
This summary of the Registration Rights Agreement 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 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 notes must represent that it:
- is not an affiliate of the Company,
- 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 notes issued in the Exchange Offer, and
- is acquiring the new 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
40
<PAGE> 48
resale, by any holder who provides the Company with certain information for
inclusion in the Shelf Registration Statement, of:
- the old notes if the Exchange Offer is not permitted by applicable law or
SEC policy, or
- any new 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 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 note until the earliest of the
date on which the old note
- is exchanged for a new 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, and
- provide notice for the Registration Statement or Prospectus until after
the holders have five days to object to any such documents.
41
<PAGE> 49
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,
- 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 February 25, 2000,
- a per annum rate of 0.50% for the second 90 days after February 25, 2000,
- a per annum rate of 0.75% for the third 90 days after February 25, 2000,
- a per annum rate of 1.0% for periods after the third 90 days after
February 25, 2000.
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.
42
<PAGE> 50
CERTAIN INDEBTEDNESS
The following summary of our senior credit facility and other debt,
including the 1998 Senior Notes, does not purport to be complete and is
qualified in its entirety by reference to the agreements described, including
the definitions of certain capitalized terms used in this section, copies of
which are available upon request. Any terms not defined in this section are
defined in the senior credit facility. See "Available Information."
On September 30, 1999, our debt structure consisted primarily of $5.6
billion outstanding under the Senior Credit Facility, $1.7 billion of the 1998
Senior Notes, $2.0 billion of the 1999 Notes and $1.3 billion of senior debt
acquired in connection with the BFI acquisition. As of September 30, 1999, we
had aggregate availability under the revolving senior credit facility of
approximately $1.1 billion to be used for working capital, letters of credit,
acquisitions and other general corporate purposes.
The following chart shows Allied's principal debt structure giving effect
to the acquisition of BFI, including the BFI Dispositions, assuming they were
completed as of September 30, 1999, as well as the related financings:
<TABLE>
<CAPTION>
PRO FORMA AS OF
SEPTEMBER 30, 1999
------------------
(IN MILLIONS)
<S> <C>
Senior Credit Facility................................ $4,181.0
Assumed BFI debt...................................... 1,218.4
1998 Senior Notes..................................... 1,698.2
1999 Notes............................................ 2,008.3
Capital leases and other notes........................ 136.4
Current portion of long-term debt..................... 24.0
--------
Total indebtedness............................... $9,266.3
========
</TABLE>
THE SENIOR CREDIT FACILITY
In connection with the acquisition of BFI, we entered into a new credit
agreement with a bank group led by The Chase Manhattan Bank for $7.5 billion in
financing under a senior credit facility. The senior credit facility provides
for an aggregate of $7.0 billion of senior secured facilities and $.5 billion of
senior subordinated borrowings. The senior credit facility consist of the
following facilities with each maturing the number of years after July 30, 1999,
the date of the acquisition of BFI, indicated below:
- a $1.5 billion six-year Revolving Credit Facility, including letters of
credit and Swingline Loans;
- a $1.0 billion two-year Asset Sale Term Loan facility;
- a $1.75 billion six-year amortizing Tranche A Term Loan facility;
- a $1.25 billion seven-year amortizing Tranche B Term Loan facility;
- a $1.5 billion eight-year amortizing Tranche C Term Loan facility; and
- a $.5 billion Tranche D Subordinated Term Loan.
43
<PAGE> 51
ASSET SALES REDUCTIONS
We may reduce amounts borrowed under the Asset Sale Term Loan (and
thereafter the other senior secured facilities and the Tranche D Subordinated
Term Loan) through sales of non-core assets at any time whether before or after
the acquisition or from equity issuances, subject to the limitations of
availability of net proceeds resulting therefrom. After the acquisition, the
senior secured facilities and the Tranche D Subordinated Term Loan also may be
subject to mandatory prepayment. After the acquisition of BFI, we entered into
definitive agreements to divest certain non-core and non-integrated assets
including: (1) the medical waste operations of BFI to Stericycle, Inc. for
approximately $410.5 million, which was completed in November 1999, (2) the
Canadian operations of BFI to Waste Management, Inc. for approximately $225.0
million, (3) certain assets of BFI Gas Services, Inc. to Gas Recovery Systems,
Inc. for approximately $63.0 million and (4) certain government mandated and
other identified non-core or non-integrated operations for an aggregate of
approximately $700.5 million. Each of these transactions is subject to certain
customary closing conditions. We cannot assure you whether these transactions
will be completed or the timing of the closing of these transactions. Upon
closing of these transactions, net proceeds from the transactions will be used
to reduce indebtedness under our senior credit facility.
AMORTIZATION OF TERM LOANS
The schedule of amortization for the term loans and the maturity date
represented by the number of years after the acquisition upon which any
principal amounts remaining outstanding is as follows:
<TABLE>
<CAPTION>
ASSET SALE TRANCHE A TRANCHE B TRANCHE C TRANCHE D
DATE TERM LOAN TERM LOAN TERM LOAN TERM LOAN TERM LOAN
- ---- --------------- ----------- ----------- ----------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
September 30, 2000..... No amortization $ 75,000 $ 5,000 $ 5,000 No amortization
requirements requirements
September 30, 2001..... 100,000 5,000 5,000
September 30, 2002..... 250,000 5,000 5,000
September 30, 2003..... 350,000 5,000 5,000
September 30, 2004..... 450,000 5,000 5,000
September 30, 2005..... -- 5,000 5,000
September 30, 2006..... -- -- 5,000
Maturity............... Second Sixth Seventh Eight Eighth
Anniversary Anniversary Anniversary Anniversary Anniversary
</TABLE>
INTEREST RATE CALCULATIONS
Interest will be payable quarterly, or at the end of the relevant interest
period, if earlier, at a per annum rate equal to Alternate Base Rate for ABR
Borrowings, or an Adjusted LIBO Rate for Eurodollar (LIBOR) Borrowings, plus in
each case, the relevant Applicable Margin based upon our leverage ratio.
44
<PAGE> 52
The Alternate Base Rate is a fluctuating rate calculated on a daily basis
at the higher of:
- the rate of interest publicly announced by The Chase Manhattan Bank for
the date of determination; and
- 0.5% over the weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System as arranged by
Federal Funds brokers on the date of determination.
The Tranche D Subordinated Term Loan will pay interest at a rate per annum
equal to the three month Adjusted LIBOR plus the relevant Applicable Margin. If
the Tranche D Subordinated Term Loan is not repaid in whole within 12 months,
the spread will increase by 50 points; and, thereafter, it will increase by 50
basis points at the end of each three month period up to a maximum spread of 525
basis points.
The Adjusted LIBO Rate is the per annum rate determined by the
administrative agent to be the product of the rate that appears on the Telerate
British Bankers Association Interest Settlement Rates Page 3750 and the
Statutory Reserve Rate (as defined and which is as adjusted for reserve
requirements).
The credit agreement requires us to pay the following fees:
- a quarterly commitment fee based upon our Leverage Ratio;
- a fee to each lender based upon our Leverage Ratio in proportion to the
lender's standby letter of credit liability;
- an issuing fee on the face amount of each letter of credit; and
- an administrative fee to The Chase Manhattan Bank for its services as
administrative agent under our senior credit facility.
COVENANTS
In addition to certain customary covenants, the credit agreement includes
covenants that restrict our ability and our subsidiaries' ability 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;
- engage in mergers or consolidations; or
- engage in certain transactions with subsidiaries and affiliates and
otherwise restrict corporate activities.
45
<PAGE> 53
In addition, we may not prepay, redeem, defease or repurchase any
subordinated indebtedness or the notes except for regularly scheduled mandatory
payments of interest and certain other exceptions.
FINANCIAL COVENANTS
The senior credit facility contains financial covenants including the
following:
- an Interest Coverage Ratio;
- a Leverage Ratio; and
- a limitation on Capital Expenditures.
CERTAIN PREPAYMENTS
We will be required to make prepayments on our senior credit facility under
certain circumstances, including upon certain asset sales and issuances of debt
or equity securities. We must make mandatory prepayments based on a relevant
percentage of the net proceeds of any debt incurrence or equity issuance (other
than the notes). The relevant percentage begins at 100% and decreases as our
Leverage Ratio declines; provided, however, that the relevant percentage will be
100% so long as any Asset Sale Term Loan commitment is outstanding. Commencing
on December 31, 2000 we must make mandatory prepayments equal to 75% of excess
cash flow. The mandatory prepayments shall be allocated as described below.
(1) On or prior to the closing of the senior credit facility, if the notes
are outstanding, the Net Available Proceeds of an issuance of permitted
debt or equity shall be applied: first, to reduce commitments under the
Tranche D Subordinated Term Loan; second, to reduce commitments under
the Asset Sale Term Loan; and third, to reduce the commitments under
the Tranche A, B and C Term Loans, pro rata.
(2) If any Asset Sales are completed, then the Net Available Proceeds shall
be applied: first, to reduce borrowings and commitments under the Asset
Sale Term Loan; and second, to reduce the borrowings and commitments
under the Tranche A, B and C Term Loans, pro rata. Notwithstanding, if
Net Available Proceeds from Asset Sales are received and there are no
outstanding Asset Sale Term Loan commitments and the Tranche D
Subordinated Term Loan have been reduced below $500.0 million, then the
Net Available Proceeds may be applied to reduce borrowings under the
Tranche D Subordinated Term Loan.
(3) If a mandatory prepayment arises from the issuance of the notes or
other subordinated debt or equity securities after the closing of the
senior credit facility, then the Net Available Proceeds shall be
applied: first, to repay borrowings under the Tranche D Subordinated
Term Loan; second, to repay outstanding borrowings under Asset Sale
Term Loan; and third, to reduce borrowings and commitments under the
Tranche A, B and C Term Loan, pro rata; provided that once the Asset
Sale Term Loan has been repaid, all proceeds of the sale of capital
stock may be retained by us.
The Tranche D Subordinated Term Loan contains a mandatory prepayment
provision that provides for the repayment of the Tranche D Subordinated Term
Loan from the
46
<PAGE> 54
proceeds of any permitted subordinated debt offering or equity issuance, other
than the senior convertible preferred stock.
Additionally, in the case of certain other asset sales, incurrences of debt
and issuances of equity securities we may apply the proceeds within one year to
make acquisitions, certain investments, acquire property and/or equipment or
assets.
SECURITY
Allied NA's obligations as the principal borrower under the credit facility
and those of BFI, as a wholly-owned subsidiary, under the senior secured
facilities will be (1) secured by a first priority lien on (a) all of our equity
interests in Allied NA and substantially all of our domestic subsidiaries and
65% of the equity interests in all of our foreign subsidiaries and (b) all
tangible and intangible assets (other than certain landfill properties) owned by
Allied NA and substantially all of our domestic subsidiaries and (2) guaranteed
by us and substantially all of Allied NA's domestic subsidiaries, in each case,
subject to the prior consent of any unaffiliated minority equity holders to the
extent that consent is required. The holders of the 1998 Senior Notes and
specified debt of BFI will also be granted equal and ratable security interests
in the stock of BFI's subsidiaries and assets of BFI and its subsidiaries to the
extent granted as collateral for the senior secured facilities.
EVENTS OF DEFAULT
The senior credit facility contains customary events of default, which
include a default in the payment of principal or interest on debt aggregating
$50.0 million or more. If any event of default occurs, our obligations under the
credit agreement could be accelerated and the lenders could foreclose on the
collateral securing these obligations, with material adverse results to the
holders of the notes. Notwithstanding the forgoing, in the event of a failure to
comply with the Interest Coverage Ratio or the Leverage Ratio, we have the right
within ten business days of the date required to certify compliance to issue
securities for cash or otherwise receive cash contributions to Allied's capital,
and contribute such cash to our capital to cure the default. We are in
compliance with all applicable covenants under our existing credit facilities at
September 30, 1999.
THE 1998 SENIOR NOTES
In December 1998, Allied NA issued an aggregate of $1.7 billion of the 1998
Senior Notes consisting of $225.0 million 7 3/8% senior notes due 2004 (the
"Five Year Notes"), $600.0 million 7 5/8% senior notes due 2006 (the "Seven Year
Notes"), and $875.0 million 7 7/8% senior notes due 2009 (the "Ten Year Notes")
without giving effect to any unamortized discount. We used the net proceeds from
the 1998 Senior Notes to fund the purchase of the 10.25% senior subordinated
notes due 2006 and the 11.30% senior discount notes due 2007 pursuant to tender
offers we commenced in November 1998 and completed in December 1998, to repay
borrowings outstanding under the existing senior credit facility and certain
capital lease obligations, and for general corporate purposes.
We can redeem the Five Year Notes and Seven Year Notes, at our option, in
whole or in part, at any time, in cash, at a redemption price equal to the
greater of (1) 100% of their principal amount or (2) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to maturity at a semi-annual basis at
47
<PAGE> 55
the treasury yield plus 50 basis points, plus in each case accrued but unpaid
interest to but excluding the date of redemption. We can redeem the Ten Year
Notes at our option, in whole or in part, at any time on or after January 1,
2004 in cash at redemption prices, which begin at 103.9375% in the first year
and decline annually, plus accrued and unpaid interest to but excluding the date
of redemption. Prior to January 1, 2004, we can redeem the Ten Year Notes, at
our option, in whole or in part, at any time, in cash, at a redemption price
equal to the greater of (1) 100% of their principal amount or (2) 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 accrued but unpaid interest to but excluding the date of
redemption. In addition, at any time prior to January 1, 2002, we may on any one
or more occasions redeem up to 33 1/3% of the aggregate principal amount of Ten
Year Notes originally issued at a redemption price equal to 107.9% of the
principal amount thereof, plus accrued and unpaid interest to the date of
redemption, with the net cash proceeds of one or more public equity offerings,
to the extent permitted under our senior credit facility. The 1998 Senior Notes
are guaranteed by Allied and substantially all of Allied NA's current and future
subsidiaries. The holders of the 1998 Senior Notes and specified debt of BFI
have been granted equal and ratable security interests in the stock of BFI's
subsidiaries and assets of BFI and its subsidiaries to the extent granted as
collateral for the senior secured facilities. The indenture relating to the 1998
Senior Notes contains operating covenants and restrictions on Allied NA and its
subsidiaries, which are substantially the same as in the covenants in the
indenture for the notes.
ASSUMED BFI DEBT
The following table outlines indebtedness of BFI, substantially all of
which has been unconditionally and fully guaranteed by us at the time of the
acquisition:
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30, 1999
-------------------
(IN MILLIONS)
<S> <C>
6.08% MVPs due 2002.................................. $ 248.8
6.10% Senior Notes due 2003.......................... 145.1
6.375% Senior Notes due 2008......................... 134.9
7.875% Senior Notes due 2005......................... 66.1
7.40% Debentures due 2035............................ 277.9
9.25% Debentures due 2021............................ 94.7
Solid Waste Revenue Bonds(1)......................... 250.9
--------
Total Existing BFI Debt......................... $1,218.4
========
</TABLE>
- -------------------------
(1) Weighted average interest rate is 6.73% with various maturity dates through
the year 2027.
6.08% MARKET VALUE PUT SECURITIES
In January 1999, BFI issued $250.0 million of 6.08% MVPs due January 18,
2002. The 6.08% MVPs have a mandatory put on January 18, 2000. First National
Bank of Chicago holds an option to purchase the 6.08% MVPs and, if BFI so
chooses, to remarket
48
<PAGE> 56
the 6.08% MVPs on that date for an additional two year term. If First National
Bank of Chicago does not exercise its option to purchase the 6.08% MVPs on
January 18, 2000, the 6.08% MVPs will be purchased by BFI on that date. The
6.08% MVPs are secured by the assets of BFI and are guaranteed by Allied and
Allied NA and will be effectively subordinated to our senior credit facility to
the extent of the value of the assets of Allied NA and each of its domestic
subsidiaries, excluding BFI.
6.10% AND 6.375% SENIOR NOTES
In January 1996, BFI issued $200.0 million of 6.10% Senior Notes due
January 15, 2003 and $200.0 million of 6.375% Senior Notes due January 15, 2008.
The notes are not redeemable prior to maturity and are not subject to any
sinking fund. The notes rank equal in right of payment with our senior credit
facility. The notes are secured by the assets of BFI and are guaranteed by
Allied and Allied NA and are effectively subordinated to our senior credit
facility to the extent of the value of the assets of Allied NA and each of its
domestic subsidiaries, excluding BFI.
7.875% SENIOR NOTES
In March 1995, BFI issued $300.0 million of 7.875% Senior Notes which
mature on March 15, 2005. The notes rank equal in right of payment with our
senior credit facility. The notes are secured by the assets of BFI and are
guaranteed by Allied and Allied NA and are effectively subordinated to our
senior credit facility to the extent of the value of the assets of Allied NA and
each of its domestic subsidiaries, excluding BFI.
7.40% DEBENTURES
In September 1995, BFI issued $400.0 million of 7.40% Debentures due
September 15, 2035. These debentures are not subject to any sinking fund and may
be redeemed as a whole or in part, at the option of BFI at any time. The
redemption price is equal to the greater of (1) the principal amount of the
debentures and (2) the present value of future principal and interest payments
discounted to maturity on a semiannual basis at the Treasury Yield plus 20 basis
points, plus in each case, accrued but unpaid interest. The debentures rank
equal in right of payment with our senior credit facility. The debentures are
secured by the assets of BFI and are guaranteed by Allied and Allied NA and are
effectively subordinated to our senior credit facility to the extent of the
value of the assets of Allied NA and each of its domestic subsidiaries,
excluding BFI.
9.25% DEBENTURES
In May 1991, BFI issued $100.0 million of 9.25% Debentures which mature on
May 1, 2021. The debentures may not be redeemed prior to maturity and are not
subject to any sinking fund. The debentures rank equal in right of payment with
our senior credit facility. The debentures are secured by the assets of BFI and
are guaranteed by Allied and Allied NA and are effectively subordinated to our
senior credit facility to the extent of the value of the assets of Allied NA and
each of its domestic subsidiaries, excluding BFI.
SOLID WASTE REVENUE BONDS
Some subsidiaries of BFI have entered into agreements under which they
receive proceeds from the sale of solid waste revenue bonds by government
authorities. These
49
<PAGE> 57
subsidiaries are obligated to make payments sufficient to pay the interest and
retire the bonds. The weighted average interest rate of these issues is
approximately 5.63%. These issues mature at various dates from 2006 through the
year 2027. The Solid Waste Revenue Bonds of the subsidiaries are either
guaranteed by BFI or supported by letters of credit issued by commercial banks.
50
<PAGE> 58
DESCRIPTION OF THE NEW NOTES
As used below in this "Description of the New Notes" (unless the context
indicates otherwise), references to the "notes" refer to the old notes and the
new notes, which are described in the future tense for convenience only. You can
find the definitions of certain terms used in this description under the caption
"Certain Definitions." In this description, the word "Allied" refers only to
Allied Waste North America, Inc. and not to any of its subsidiaries, and the
term "AWI" refers only to Allied Waste Industries, Inc. and not to any of its
subsidiaries. In addition, the word "notes" refers to the notes offered hereby
and do not include any other debt securities that Allied may issue from time to
time pursuant to a separate supplement to the same indenture governing these
notes.
THE NOTES
The Company issued the old notes to the Initial Purchasers on July 30,
1999. The Initial Purchasers sold the old notes to "qualified institutional
buyers," as defined in Rule 144A under the Securities Act. The terms of the new
notes are substantially identical to the terms of the old notes. However, the
new 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 Notes." In addition, the
Company does not plan to list the new notes on any securities exchange or seek
quotation on any automated quotation system. The old notes are listed on
Nasdaq's PORTAL system.
The following chart summarizes the basic terms of the notes:
Principal Amount at Maturity.... $2 billion of 10% series B senior
subordinated notes due 2009.
Maturity Date................... The 10% series B senior subordinated notes
will mature on August 1, 2009.
Interest Payments Dates......... The 10% series B senior subordinated notes
will bear interest at the rate of 10%
compounded semi-annually on May 1 and
November 1 of each year, commencing November
1, 1999.
Ranking......................... The notes and the guarantees are general
unsecured obligations of the Company and:
-- are subordinate in right of payment
to all of our and the guarantors'
existing and future senior debt;
-- are subordinate to indebtedness
under our senior credit facility,
except for the Tranche D
Subordinated Term Loan under the
senior credit facility;
-- are equal in right of payment to our
and the guarantors' other existing
and future senior subordinated
indebtedness; and
51
<PAGE> 59
-- are senior to our senior convertible
preferred stock.
As of September 30, 1999, on a pro forma
basis after giving effect the BFI
Dispositions, the notes and the guarantees
would have been subordinated to $6,758.0
million of senior debt and approximately
$1,056.9 million would have been available
for borrowing as additional senior debt
under our revolving senior credit facility.
We will be permitted to borrow substantial
additional indebtedness, including senior
debt, in the future under the terms of the
indenture. The terms "indebtedness" and
"subordinated indebtedness" are defined in
the "Description of the New
Notes -- Subordination" and "Description of
the New Notes -- Certain Definitions"
sections of this Prospectus.
Global Note..................... The new 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 note holders will
not receive certificates for the new notes,
except in certain limited circumstances.
Payment Procedures.............. The Company will make all payments on the
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 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 notes. See "The Exchange Offer -- Registration Rights Agreement."
52
<PAGE> 60
THE INDENTURE
The old notes were issued, and the new notes will be issued, pursuant to a
Series Supplement dated as of July 30, 1999 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 New Notes
include the Series Supplement relating to the notes. All references in this
section to the "Company" refer solely to Allied Waste North America, Inc., the
issuer of the 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.
BRIEF DESCRIPTION OF THE NOTES AND THE GUARANTEES
THE NOTES
These notes:
- are general unsecured obligations of Allied;
- are subordinated in right of payment to all existing and future Senior
Debt of Allied;
- rank equally in right of payment with each other;
- rank equally in right of payment with any future senior subordinated
Indebtedness of Allied;
- are senior in right of payment to any future subordinated Indebtedness of
Allied; and
- are unconditionally guaranteed by the Guarantors.
THE GUARANTEES
The Guarantees of these notes:
- are general unsecured obligations of each Guarantor;
- are subordinated in right of payment to all existing and future Senior
Debt of each Guarantor;
- rank equally in right of payment with all future senior subordinated
Indebtedness of each Guarantor; and
- are senior in right of payment to any future subordinated Indebtedness of
each Guarantor.
53
<PAGE> 61
Assuming we had completed the BFI Dispositions and applied the net proceeds
as intended, as of September 30, 1999, Allied and the Guarantors would have had
total Senior Debt of approximately $6,758.0 million. As indicated above and as
discussed in detail below under the caption "Subordination," payments on these
notes and under the Guarantees will be subordinated to the payment of Senior
Debt. The indenture will permit us and the Guarantors to incur additional Senior
Debt.
The notes will be fully and unconditionally guaranteed on a senior
subordinated unsecured basis by AWI (in such capacity, the "Parent Guarantor,"
and such guarantees, the "Parent Guarantees").
The notes will also be fully and unconditionally guaranteed on a senior
subordinated unsecured basis by the Restricted Subsidiaries of Allied, including
BFI and its subsidiaries other than BFI's foreign subsidiaries, and Allied will
cause any Restricted Subsidiary acquired or created in the future that
guarantees the Bank Agreement to fully and unconditionally guarantee the notes
on a senior subordinated unsecured basis (such guarantors, the "Subsidiary
Guarantors" and together with the Parent Guarantor, the "Guarantors"; such
guarantees, the "Subsidiary Guarantees" and, together with the Parent
Guarantees, the "Guarantees").
As of the date of the indenture, all of our subsidiaries (including BFI and
its subsidiaries, but excluding Insurance Subsidiaries) will be "Restricted
Subsidiaries." However, under the circumstances described below under the
caption "Certain Covenants -- Limitation on Restricted Payments," we will be
permitted to designate certain of our subsidiaries as "Unrestricted
Subsidiaries." Unrestricted Subsidiaries will not be subject to many of the
restrictive covenants set forth in the indenture. Unrestricted Subsidiaries and
foreign subsidiaries of BFI will not guarantee these notes. The non-guarantor
subsidiaries represent in the aggregate approximately 1% of our combined company
revenues and assets.
The notes will be effectively subordinated to all existing and future
indebtedness and other liabilities, including trade payables and capital lease
obligations, of Allied's Subsidiaries, if any, that are Unrestricted
Subsidiaries and thus not Subsidiary Guarantors. In addition, the notes would be
effectively 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 below
under the subheading "Guarantees." See "Risk Factors -- Federal and state
statutes may allow courts to further subordinate or void the guarantees. Federal
and state statutes allow courts, under specific circumstances, to void or
subordinate guarantees and require noteholders to return payments received from
guarantors."
INTEREST AND PAYMENTS
- --------------------------------------------------------------------------------
Summary: The notes will bear interest at the rate of 10% per annum compounded
semi-annually on May 1 and November 1 of each year, commencing November 1, 1999.
- --------------------------------------------------------------------------------
The notes will have a maximum aggregate principal amount of $2.0 billion
and will mature on August 1, 2009. Interest on the notes will accrue at a rate
of 10% per annum.
Interest on the notes will be payable semi-annually in arrears on May 1 and
November 1 of each year, commencing on November 1, 1999. Allied will make each
54
<PAGE> 62
interest payment to the Holders of record on the immediately preceding April 15
and October 15. The notes will bear interest on overdue principal and premium,
if any, and, to the extent permitted by law, overdue interest at the rates of
interest referred to in the preceding paragraph plus 2%. Interest on the notes
accrue from the date of original issuance or, if interest has already been paid,
from the date it was most recently paid. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.
Allied will issue notes in denominations of $1,000 and integral multiples
of $1,000. Additional notes may be issued from time to time after the date of
the supplement for each series of notes under the indenture, subject to the
provisions of the indenture, including those in the covenant described below
under the caption "Certain Covenants -- Limitation on Consolidated Debt."
Additional notes may be part of the same class and series, including with
respect to voting, as the notes issued in this offering.
METHODS OF RECEIVING PAYMENTS ON THE NOTES
If a Holder has given wire transfer instructions to Allied at least ten
business days prior to the applicable payment date, Allied will make all
principal, premium, if any, and interest, including Special Interest (as defined
below), payments on that Holder's notes in accordance with those instructions.
All other payments on the notes will be made at the office or agency of the
paying agent and registrar for the notes within the City and State of New York
unless Allied elects to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders.
PAYING AGENT AND REGISTRAR FOR THE NOTES
Allied initially will act as paying agent and registrar. Allied may change
the paying agent or registrar without prior notice to the Holders of the notes,
and any of its Subsidiaries may act as paying agent or registrar.
TRANSFER AND EXCHANGE
A Holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a Holder to furnish appropriate
endorsements and transfer documents in connection with a transfer of notes.
Holders will not be required to pay a service charge for any registration of a
transfer or exchange of notes, but Holders may be required to pay taxes and
other governmental charges due on transfer or exchange of the notes. Allied is
not required to transfer or exchange any note selected for redemption. Also,
Allied is not required to transfer or exchange any note for a period of 15 days
before a selection of notes to be redeemed.
The registered Holder of a note will be treated as its owner for all
purposes.
GUARANTEES
- --------------------------------------------------------------------------------
Summary: The Company's payment obligations under the 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
55
<PAGE> 63
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 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 Guarantors will jointly and severally guarantee Allied's obligations
under the notes. Each Guarantee will be subordinated to the prior payment in
full of all Senior Debt of that Guarantor. The obligations of each Guarantor
under its Guarantee will be limited as necessary to prevent that Guarantee from
constituting a fraudulent conveyance under applicable law. See "Risk
Factors -- Federal and state statutes may allow courts to further subordinate or
void the guarantees. Federal and state statutes allow courts, under specific
circumstances, to void or subordinate guarantees and require noteholders to
return payments received from guarantors."
The Guarantees of each Guarantor will remain in effect with respect to each
issue of notes until the entire principal of, premium, if any, and interest on
the 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 notes is defeased and
discharged as described under clause (1) under the caption
"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
Allied 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
below under the caption "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, in the event of a
sale or other disposition of all or substantially all of the assets of such
Subsidiary Guarantor, the corporation acquiring such assets shall be released
and discharged of its Guarantee obligations.
SUBORDINATION
The payment of principal, premium and interest, if any, on the notes will
be subordinated to the prior payment in full of all Senior Debt of Allied.
The holders of Senior Debt will be entitled to receive payment in full of
all Obligations due in respect of Senior Debt (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Debt) before the Holders of notes will be entitled to receive any payment
with respect to the notes (except that Holders of notes may receive and retain
Permitted Junior Securities and payments
56
<PAGE> 64
made from the trust described below under the caption "Defeasance"), in the
event of any distribution to creditors of Allied:
(1) in a liquidation or dissolution of Allied;
(2) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to Allied or its property;
(3) in an assignment for the benefit of creditors; or
(4) in any marshalling of Allied's assets and liabilities.
In the event that the Trustee or the Holder of a note shall have received
any payments on the Notes upon the occurrence of an event described in (1)-(4)
above before all Senior Debt of the Company or the Guarantor, as applicable, is
paid in full or payment thereof provided for in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Debt, then and
in such event such payment shall be paid over or delivered to the holders of
Senior Debt for application to the payment of such Senior Debt remaining unpaid,
to the extent necessary to pay such Senior Debt in full, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Debt.
Allied also may not make any payment in respect of the notes, except in
Permitted Junior Securities or from the trust described below under the caption
"Defeasance," if:
(1) a payment default on Designated Senior Debt occurs and is continuing
beyond any applicable grace period; or
(2) any other default occurs and is continuing on Designated Senior Debt
that permits holders of the Designated Senior Debt to accelerate its
maturity and the trustee receives a notice of such default (a "Payment
Blockage Notice") from Allied or the holders of any Designated Senior
Debt.
Payments on the notes may and shall be resumed:
(1) in the case of a payment default, upon the date on which such default
is cured or waived; and
(2) in case of a nonpayment default, the earlier of the date on which such
nonpayment default is cured or waived or 179 days after the date on
which the applicable Payment Blockage Notice is received, unless the
maturity of any Designated Senior Debt has been accelerated.
No new Payment Blockage Notice may be delivered unless and until:
(1) 360 days have elapsed since the effectiveness of the immediately prior
Payment Blockage Notice; and
(2) all scheduled payments of principal, premium and interest on the notes
that have come due have been paid in full in cash.
No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default shall have
been cured for a period of not less than 90 days.
57
<PAGE> 65
Allied must promptly notify holders of Senior Debt if payment of the notes
is accelerated because of an Event of Default.
As a result of the subordination provisions described above, in the event
of a bankruptcy, liquidation or reorganization of Allied, Holders of these notes
may recover less ratably than trade creditors and other creditors of Allied that
are holders of Senior Debt. See "Risk Factors -- Holders of senior indebtedness
will be paid before holders of the notes are paid."
OPTIONAL REDEMPTION
- --------------------------------------------------------------------------------
SUMMARY:
1. Before August 1, 2004, we may redeem the 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).
2. On or after August 1, 2004, we may redeem all or part of the notes, at
redemption prices that decline over time until the maturity date.
3. We also may redeem the following amount of the notes on the occasion of
a public equity offering:
- Before August 1, 2002, we may redeem on any one or more occasions up to
33 1/3% of the aggregate principal amount of the notes with the net
proceeds of one or more public equity offerings at a price equal to
110.0% of the principal amount thereof, plus accrued and unpaid
interest and Special Interest, if any.
- --------------------------------------------------------------------------------
Prior to August 1, 2004, the 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).
58
<PAGE> 66
During the first 36 months following the date that the notes are first
issued, Allied may redeem up to 33 1/3% in aggregate principal amount of the
notes originally issued under the indenture at a redemption price equal to
110.0% of the principal amount of the notes redeemed, 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) with the net proceeds of one or more Public Offerings of Capital Stock
(other than Redeemable Interests); 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.
On or after August 1, 2004, the notes will be subject to redemption, in
whole or in part, at the option of Allied at any time prior to maturity, upon
not less than 30 nor more than 60 days' notice mailed to each Holder of notes to
be redeemed at such Holder's address appearing in the register of Holders, 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 August
1 of each of the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---- ----------
<S> <C>
2004...................................................... 105.0000%
2005...................................................... 103.3333%
2006...................................................... 101.6667%
2007 and thereafter....................................... 100.0000%
</TABLE>
MANDATORY REDEMPTION
Except as described below under the captions "Repurchase at the Option of
Holders -- Asset Dispositions" and "Repurchase at the Option of
Holders -- Change of Control," the notes will not have the benefit of any
mandatory redemption or sinking fund obligations of Allied.
REPURCHASE AT THE OPTION OF HOLDERS
CHANGE OF CONTROL
- --------------------------------------------------------------------------------
Summary: If Allied experiences a Change of Control, the holder of notes will
have the right to require Allied to repurchase the notes for:
- 101% of the principal amount thereof; and
- accrued and unpaid interest on that principal.
- --------------------------------------------------------------------------------
If a Change of Control occurs, within 30 days of that event Allied 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
59
<PAGE> 67
on an interest payment date that is on or prior to the date of purchase. Such
obligation will not continue after a discharge of Allied or defeasance from its
obligations with respect to the notes. See "Defeasance."
A "Change of Control" will be deemed to have occurred in the event that,
after the date of the indenture,
(1) so long as Allied is a Subsidiary of AWI:
(a) any Person, or any Persons (other than a Permitted AWI Successor)
acting together that would constitute a "group" for purposes of
Section 13(d) of the Exchange Act (an "AWI Group"), 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 AWI,
(b) any Person or AWI Group, together with any Affiliates or Related
Persons thereof, succeeds in having sufficient of its nominees that
have not been approved by the Continuing Directors elected to the
board of directors of AWI such that such nominees, when added to any
existing director remaining on the board of directors of AWI after
such election that is an Affiliate or Related Person of such Person
or AWI Group, will constitute a majority of the board of directors
of AWI, 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 AWI immediately prior
to such transaction (or series) receive:
(i) solely Voting Stock of AWI (or its successor or parent, as the
case may be),
(ii) cash, securities and other property in an amount that could be
paid by Allied as a Restricted Payment under the indenture
after giving pro forma effect to such transaction, or
(iii) a combination of (1) and (2), and the beneficial owners of
the Voting Stock of AWI 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 AWI or in the case of a transaction (or series) in which
another entity becomes a successor to, or parent of, AWI, of
the successor or parent entity,
(2) if Allied is not a Subsidiary of AWI:
(a) any Person, or any Persons (other than a Permitted Allied
Successor), acting together that would constitute a "group" for
purposes of Section 13(d) of the Exchange Act (an "Allied Group"),
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,
60
<PAGE> 68
(b) any Person or Allied 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 Allied 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 Allied as a Restricted Payment under the indenture
after giving pro forma effect to such transaction, or
(iii) a combination of (1) and (2), 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 Allied, of the successor entity).
A "Permitted AWI Successor" means (i) an issuer, other than AWI, of Voting
Securities issued to the shareholders of AWI in a merger, consolidation or other
transaction permitted by clause (1)(c) of the definition of Change of Control,
(ii) Apollo and (iii) Blackstone.
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 (2)(c) of the definition
of Change of Control.
Allied 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.
Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control, Allied
will either repay all outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt to permit the
repurchase of notes required by this covenant. Allied will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.
Within 30 days of a Change of Control, an Offer to Purchase required by the
provisions described above containing the written terms and conditions of such
Offer to Purchase will be sent, by first class mail, to Holders of each issue of
the notes, accompanied by such information regarding Allied and its Subsidiaries
as Allied in good
61
<PAGE> 69
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" contained in the documents required to be
filed with the trustee pursuant to the provisions of the covenant
described below under the caption "Certain Covenants -- Provision of
Financial Information," 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 in
such offer document.
Each offer document will contain all instructions and materials necessary
to enable Holders of the applicable notes to tender such notes pursuant to the
Offer to Purchase. Each offer document will also state:
(1) that a Change of Control or an Asset Disposition, as applicable, has
occurred and that Allied will offer to purchase the Holder's notes;
(2) 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 the Offer to Purchase;
(3) the purchase date for the tendered notes which will be within five
business days after the Expiration Date;
(4) the aggregate principal amount of notes to be purchased, and, if the
offer is to purchase less than all of the notes, the manner in which
tendered notes will be selected for purchase pursuant to the
indenture;
(5) the purchase price; and
(6) a description of the procedure that a Holder must follow to tender
all or any portion of the notes.
To tender any note, a Holder must surrender that note at the place or
places specified in the Offer to Purchase prior to the close of business on the
Expiration Date. If Allied or the trustee so requires, each tendered note must
be duly endorsed by, or accompanied by a written instrument or transfer in form
satisfactory to Allied and the trustee duly executed by, the Holder of the
tendered note or that Holder's attorney duly authorized in writing. Holders will
be entitled to withdraw all or any portion of notes tendered if Allied 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 note tendered, the certificate number
of the note tendered and a statement that such Holder is withdrawing all or a
portion of the tendered note. Any portion of a note tendered must be tendered in
an integral multiple of $1,000 principal amount.
62
<PAGE> 70
ASSET DISPOSITIONS
Allied may not make, and may not permit any Restricted Subsidiary to make,
any Asset Disposition unless:
(1) Allied, 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 of Allied for any
transaction or series of transactions involving in excess of $25
million and not involving the sale of equipment or other assets
specifically contemplated by Allied's capital expenditure budget
previously approved by its board of directors;
(2) at least 75% of the consideration received by Allied or such
Restricted Subsidiary consists of:
(a) cash or readily marketable cash equivalents,
(b) the assumption of Debt or other liabilities reflected on the
consolidated balance sheet of Allied and its Restricted
Subsidiaries in accordance with generally accepted accounting
principles (excluding Debt or any other liabilities subordinate
in right of payment to the notes) and release from all
liability on such Debt or other liabilities assumed,
(c) 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 Allied or any of its Restricted
Subsidiaries as such business is conducted immediately prior to
such Asset Disposition,
(d) any securities, notes or other obligations received by Allied
or any such Restricted Subsidiary from such transferee that are
contemporaneously (subject to ordinary settlement periods)
converted by Allied or such Restricted Subsidiary into cash or
Cash Equivalents (to the extent of cash and Cash Equivalents
received),
(e) any Designated Noncash Consideration received pursuant to this
clause (e) 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
(f) any combination thereof; and
(3) 100% of the Net Available Proceeds from such Asset Disposition
(including from the sale of any marketable cash equivalents received
in such Asset Disposition) are applied by Allied or a Restricted
Subsidiary as follows:
(a) first, within one year from the later of the date of such Asset
Disposition or the receipt of such Net Available Proceeds, to
Senior Debt of Allied or its Restricted Subsidiaries then
outstanding that would require such application or which would
prohibit payments pursuant to clause (b) below or Tranche D
Subordinated Term Loans;
63
<PAGE> 71
(b) second, to the extent Net Available Proceeds are not required
to be applied as specified in clause (a) above, to purchases of
outstanding notes 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 Allied that is not otherwise prohibited by
the indenture;
provided further that the 75% limitation referred to in clause (2) above
will not apply to any Asset Disposition if the consideration received
from the Asset Disposition, as determined in good faith by Allied'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, Allied will not be required to comply with
the provisions of the indenture described in clause (3) of the preceding
paragraph:
(1) if the Net Available Proceeds 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 Allied or any of its
Restricted Subsidiaries as such business is conducted prior to such
Asset Disposition (determined by the board of directors of Allied in
good faith); or
(2) to the extent Allied elects to redeem the notes with the Net
Available Proceeds pursuant to any of the provisions described above
under the caption "Optional Redemption."
Notwithstanding the foregoing, Allied will not be required to comply with
the requirements described in clause (2) of the second preceding paragraph 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 offer document, by first class mail, to Holders
of the notes within 30 days after the date that 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 note pursuant to such Offer to Purchase are
substantially the same as those described above under the subheading "-- Change
of Control."
The agreements governing Allied's outstanding Senior Debt currently
prohibit Allied from purchasing any notes, and also provide that certain change
of control or asset sale events with respect to Allied would constitute a
default under these agreements. Any future credit agreements or other agreements
relating to Senior Debt to which Allied becomes a party may contain similar
restrictions and provisions. In the event a Change of Control or Asset Sale
occurs at a time when Allied is prohibited from purchasing notes, Allied could
seek the consent of its senior lenders to the purchase of notes or could attempt
to refinance the borrowings that contain such prohibition. If Allied does not
obtain
64
<PAGE> 72
such a consent or repay such borrowings, Allied will remain prohibited from
purchasing notes. In such case, Allied's failure to purchase tendered notes
would constitute an Event of Default under the indenture which in some cases
would, in turn, constitute a default under such Senior Debt. In such
circumstances, the subordination provisions in the indenture would likely
restrict payments to the Holders of notes.
SELECTION AND NOTICE
If less than all of the notes are to be redeemed, the trustee will select
notes to be redeemed from the outstanding notes not previously called for
redemption. The trustee will make its selection by such method as the trustee
deems fair and appropriate, but in no event will the trustee make its selection
more than 60 days prior to the redemption date. Such method may provide for the
selection for redemption of portions of the principal amount of the notes.
No notes of $1,000 or less will be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the Redemption Date to each Holder of notes to be redeemed at its registered
address. Notice of redemption may not be conditional.
If any note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount of the note
that is to be redeemed. A new note in principal amount equal to the unredeemed
portion of the original note will be issued in the name of the Holder of the
original note upon cancellation of the original note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on notes or portions of them called
for redemption.
CERTAIN COVENANTS
- --------------------------------------------------------------------------------
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; or
- merge, consolidate or sell all or substantially all of its assets.
- --------------------------------------------------------------------------------
The indenture contains a number of covenants, including the following:
LIMITATION ON CONSOLIDATED DEBT
Allied will not incur any Debt and will not permit its 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 Allied for the four full fiscal quarters immediately
preceding the Incurrence of such Debt or issuance of such
65
<PAGE> 73
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 preceding limitations, Allied or any restricted
Subsidiary of Allied 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 notes and the Guarantees;
(3) Debt owed by Allied to any Restricted Subsidiary or Debt owed by a
Restricted Subsidiary to Allied or to a Restricted Subsidiary;
provided, however, that in the event that either:
(a) Allied or the Restricted Subsidiary to which such Debt is owed
transfers or otherwise disposes of such Debt to a Person other
than Allied or another Restricted Subsidiary or
(b) 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 below under the subheading "-- 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 or consolidation with Allied or another Restricted
Subsidiary, and was not issued in contemplation of such
transaction, or
(b) is issued by Allied or a Restricted Subsidiary to a seller in
connection with such transaction,
in an aggregate amount for all such Debt issued pursuant this
clause (5) and then outstanding not to exceed 7.5% of the
Consolidated Total Assets of Allied 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
66
<PAGE> 74
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 this
clause (8) then outstanding, does not exceed 7.5% of the
Consolidated Total Assets of Allied at the time of such Incurrence.
LIMITATION ON RESTRICTED PAYMENTS
Allied will not, and will 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 Allied or any Restricted Subsidiary or to the
holders of such Capital Stock in their capacity as such, excluding:
(a) any dividends or distributions to the extent payable in shares
of the Capital Stock of Allied (other than Redeemable
Interests) or in options, warrants or other rights to acquire
the Capital Stock of Allied (other than Redeemable Interests),
(b) dividends or distributions by a Restricted Subsidiary to Allied
or another Wholly Owned Restricted Subsidiary, and
(c) 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 Allied or any Capital Stock of or other
ownership interests in any Subsidiary or any Affiliate or
Related Person of Allied, or
(b) any options, warrants or rights to purchase or acquire shares
of Capital Stock of Allied or any Capital Stock of or other
ownership interests in any Subsidiary or any Affiliate or
Related Person of Allied,
excluding, in each case of (a) and (b) of this clause (2), 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 Allied 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 Allied that is subordinate in right of payment to
the notes,
67
<PAGE> 75
(each of the transactions described in clauses (1) through (4) above being a
"Restricted Payment"), if:
(1) a Default or an Event of Default shall have occurred and be
continuing; or
(2) Allied would, at the time of such Restricted Payment and after
giving pro forma effect to such Restricted Payment as if it 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 of the covenant described above under the subheading
"-- Limitation on Consolidated Debt;" or
(3) upon giving effect to such Restricted Payment, the aggregate of all
Restricted Payments (excluding Restricted Payments permitted by
clauses (2), (3), (4), (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 Allied'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 AWI of Capital Stock (other than Redeemable Interests)
of Allied and options, warrants or other rights to acquire
Capital Stock (other than Redeemable Interests and Debt
convertible into Capital Stock) of Allied and the principal
amount of Debt and Redeemable Interests of Allied that has been
converted into Capital Stock (other than Redeemable Interests)
of Allied after the date of the indenture, provided that any
such net proceeds received by Allied from an employee stock
ownership plan financed by loans from Allied or a Subsidiary of
Allied 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 Allied or a Wholly Owned
Restricted Subsidiary after the date of the indenture from an
Unrestricted Subsidiary of Allied; and
(d) $300.0 million.
The preceding provisions will not prohibit:
(1) the payment of any dividend within 60 days after declaration of such
dividend if at the declaration date such payment would have complied
with this covenant;
(2) any refinancing or refunding of Debt permitted if such refinancing
or refunding is permitted pursuant to clause (7) of the second
paragraph of the
68
<PAGE> 76
covenant described above under the subheading "-- Limitation on
Consolidated Debt;"
(3) the purchase, redemption or other acquisition or retirement for
value of any Debt or Capital Stock of Allied or any options,
warrants or rights to purchase or acquire shares of Capital Stock of
Allied in exchange for, or out of the net cash proceeds of, the
substantially concurrent issuance or sale (other than to a
Restricted Subsidiary of Allied) of Capital Stock (other than
Redeemable Interests) of Allied; 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 preceding 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 Allied;
(5) the purchase or redemption of any Debt from Net Available Proceeds
to the extent permitted by the covenant described above under the
caption "Repurchase at the Option of Holders -- Asset Dispositions";
(6) payments pursuant to the Intercompany Agreements; and
(7) so long as no default or Event of Default has occurred or is
continuing, the payment of cash dividends on the Senior Convertible
Preferred Stock outstanding on the date of the indenture or issued
as dividends thereon to the extent not prohibited by the Bank
Agreement in effect from time to time.
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 Allied'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 designation 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.
DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
Allied will not, and will not permit any Restricted Subsidiary to, suffer
to exist any consensual encumbrance or restriction on the ability of any
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 Allied or any
other Restricted Subsidiary;
(2) to make loans or advances to Allied or any other Restricted
Subsidiary; or
(3) to sell, lease or transfer any of its property or assets to Allied
or any Wholly Owned Restricted Subsidiary.
69
<PAGE> 77
The preceding restrictions will not apply to any encumbrance or restriction
existing pursuant to:
(1) the notes, the indenture, the Guarantees or any other agreement in
effect on the date of the indenture;
(2) the Bank Agreement, including any Guarantees of or Liens securing
the Debt Incurred under the Bank Agreement;
(3) an agreement relating to any Debt Incurred by such Subsidiary prior
to the date on which such Subsidiary was acquired by Allied and
outstanding on such date and not incurred in anticipation of
becoming a Subsidiary;
(4) an agreement that 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;
(5) customary non-assignment provisions in leases and other agreements
entered into in the ordinary course of business;
(6) 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) of the preceding
paragraph on the property subject to the Lien of such security
agreement;
(7) an agreement effecting a renewal, extension, refinancing or
refunding of Debt incurred pursuant to an agreement referred to in
clause (1), (2) or (6) of this paragraph; 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 Allied's board of directors; or
(8) applicable corporate law or regulation relating to the payment of
dividends or distributions.
LIMITATION ON LIENS
Each of AWI and Allied will not, and Allied will not permit any of its
Restricted Subsidiaries to, create, Incur, assume or otherwise cause or suffer
to exist or become effective any Lien securing Debt that is pari passu or
subordinated in right of payment to the notes (other than Permitted Liens) upon
any of their property or assets, now owned or hereafter acquired to secure Debt
of AWI, Allied or any of its Restricted Subsidiaries.
TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS
Allied 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 Allied (each
of the preceding, an "Affiliate Transaction"), unless:
70
<PAGE> 78
(1) such Affiliate Transaction is on terms that are no less favorable to
Allied or such Restricted Subsidiary than those that would have been
obtained in a comparable transaction by Allied or such Restricted
Subsidiary with an unrelated Person and
(2) Allied delivers to the trustee, with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $50,000,000, 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 Allied 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.
The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the previous paragraph:
(1) customary directors' fees, indemnification or similar arrangements
or any employment agreement or other compensation plan or
arrangement entered into by Allied or any of its Restricted
Subsidiaries in the ordinary course of business, including ordinary
course loans to employees not to exceed:
(a) $50,000,000 outstanding in the aggregate at any time, and
(b) $5,000,000 to any one employee,
and consistent with the past practice of Allied or such Restricted Subsidiary;
(2) loans by Allied and its Restricted Subsidiaries to employees of AWI
or any of its Subsidiaries in connection with management incentive
plans not to exceed $50,000,000 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) Allied from Allied, or
(b) AWI from AWI if and to the extent that AWI utilizes the
proceeds of such loan to acquire Capital Stock (other than
Redeemable Interests) of Allied;
(3) transactions between or among Allied and/or its Restricted
Subsidiaries;
(4) payments of customary fees by Allied 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;
71
<PAGE> 79
(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 notes in any material respect) or any
transaction contemplated thereby; and
(6) Restricted Payments that are permitted by the provisions of the
indenture described above under the subheading "-- Limitation on
Restricted Payments."
NO SENIOR SUBORDINATED DEBT
Allied will not incur, create, issue, assume, guarantee or otherwise become
liable for any Debt that is subordinate or junior in right of payment to any
Debt of Allied and senior in any respect in right of payment to the notes. No
Guarantor will incur, create, issue, assume, guarantee or otherwise become
liable for any Debt that is subordinate or junior in right of payment to the
Debt of such Guarantor and senior in any respect in right of payment to such
Guarantor's Guarantee.
PROVISION OF FINANCIAL INFORMATION
Whether or not AWI is required to be subject to Section 13(a) or 15(d) of
the Exchange Act, or any successor provision thereto, Allied (or AWI for so long
as Allied is a Wholly-Owned Subsidiary of AWI) will file with the SEC the annual
reports, quarterly reports and other documents that Allied (or AWI for so long
as Allied is a Wholly-Owned Subsidiary of AWI) would have been required to file
with the SEC pursuant to such Section 13(a) or 15(d) or any successor provision
thereto if Allied (or AWI for so long as Allied is a Wholly-Owned Subsidiary of
AWI) were so required. Such documents shall be filed with the SEC on or prior to
the respective dates (the "Required Filing Dates") by which Allied would have
been required so to file such documents if Allied were so required. Allied 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 Allied (or AWI for so long as Allied is a Wholly-Owned
Subsidiary of AWI) 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 Allied (or AWI for so
long as Allied is a Wholly-Owned Subsidiary of AWI) were required to
comply with such Sections, and
(2) if filing such documents by Allied (or AWI for so long as Allied is
a Wholly-Owned Subsidiary of AWI) with the SEC is not permitted
under the Exchange Act, promptly upon written request supply copies
of such documents to any prospective Holder.
DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES
Allied at any time may designate any Person that is a Subsidiary of Allied,
or that becomes a Subsidiary of Allied after the date of the indenture as an
"Unrestricted Subsidiary." Upon such designation 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,
72
<PAGE> 80
Allied may at any time terminate the status of any Unrestricted Subsidiary as an
Unrestricted Subsidiary. Upon such termination, such Subsidiary and each other
Subsidiary of Allied, 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
Allied 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 of the covenant described above
under the subheading "-- Limitation on Restricted Payments;" or
(2) such change or other event would otherwise result in a Default or an
Event of Default.
In addition and notwithstanding the foregoing, no Restricted Subsidiary of
Allied may become an Unrestricted Subsidiary, and the status of any Unrestricted
Subsidiary as an Unrestricted Subsidiary will be deemed to have been immediately
terminated, when:
(1) such Subsidiary:
(a) has outstanding Debt that is Unpermitted Debt, or
(b) owns or holds any Capital Stock of or other ownership interests
in, or a Lien on any property or other assets of, Allied or any
of its Restricted Subsidiaries; or
(2) Allied or any other Restricted Subsidiary:
(a) provides credit support for, or a Guarantee 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 Allied would not be
permitted to change the status of such Unrestricted Subsidiary to the status of
a Restricted Subsidiary pursuant to the provision described in the preceding
paragraph.
"Unpermitted Debt" means any Debt of a Subsidiary of Allied if:
(1) a default under such Debt (or under any instrument or agreement
pursuant to or by which such Debt is issued, secured or evidenced)
or any right that the holders of such Debt 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 Allied 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
73
<PAGE> 81
payable or otherwise to take any enforcement action against Allied
or any such other Restricted Subsidiary, or
(2) such Debt is secured by a Lien on any property or other assets of
Allied and any of its other Restricted Subsidiaries.
Each Person that is or becomes a Subsidiary of Allied will be deemed to be
a Restricted Subsidiary at all times when it is a Subsidiary of Allied that is
not an Unrestricted Subsidiary. Each Person that is or becomes a Wholly Owned
Subsidiary of Allied shall be deemed to be a Wholly Owned Restricted Subsidiary
at all times when it is a Wholly Owned Subsidiary of Allied that is not an
Unrestricted Subsidiary.
MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS
Allied:
(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 Allied; 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 Allied and its
Subsidiaries on a consolidated basis,
unless, in each case (1), (2) and (3) above:
(1) immediately before and after giving effect to such transaction (or
series) and treating any Debt Incurred by Allied or a Subsidiary of
Allied as a result of such transaction (or series) as having been
incurred by Allied of such Subsidiary at the time of the transaction
(or series), no Default or Event of Default shall have occurred and
be continuing;
(2) in a transaction (or series) in which Allied does not survive or in
which Allied 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 Allied's obligations under the indenture;
(3) if either:
(a) Allied or the successor entity would, at the time of such
transaction (or series) and after giving pro forma effect to
such transaction (or series) as if it 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 of the covenant described above
under the subheading "-- Limitation on Consolidated Debt," or
74
<PAGE> 82
(b) the Consolidated EBITDA Coverage Ratio of Allied 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);
(4) if, as a result of any such transaction, property or assets of
Allied or any Restricted Subsidiary of Allied would become subject
to a Lien prohibited by the covenant described above under the
subheading "-- Limitation on Liens," Allied or the successor entity
will have secured the notes as required by such covenant; and
(5) Allied has delivered to the trustee an Officers' Certificate and an
Opinion of Counsel as specified in the indenture.
EVENTS OF DEFAULT
Each of the following is an Event of Default:
(1) failure to pay any interest on any note issued under the indenture
when due, continued for 30 days, whether or not prohibited by the
subordination provisions of the indenture;
(2) failure to pay principal of or premium, if any, on any note issued
under the indenture when due, whether or not prohibited by the
subordination provisions of the indenture;
(3) failure to perform or comply with the provisions described above
under the caption "Mergers, Consolidations and Certain Sales of
Assets" or the provisions described above under the caption
"Repurchase at the Option of Holders -- Asset Dispositions" and
"Repurchase at the Option of Holders -- Change of Control;"
(4) failure to perform any other covenant or warranty of Allied or any
Guarantor in the indenture or the notes issued under the indenture,
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 Allied, any
Guarantors or any Restricted Subsidiary or under any mortgages,
indentures, instruments or agreements under which there may be
issued or existing or by which there may be secured or evidenced any
Debt of Allied, 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
75
<PAGE> 83
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 to such Debt, 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 Allied, the Parent Guarantor or any of its
Restricted Subsidiaries in an aggregate amount in excess of $50
million that remains unstayed, undischarged or unbonded for a period
of 60 days after such rendering; and
(7) certain events of bankruptcy, insolvency or reorganization affecting
Allied, AWI or any Restricted Subsidiary of Allied.
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 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 notes or
exercising any trust or power conferred on the trustee with respect to such
issue of 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 may accelerate the maturity of all such notes. If an Event of Default of
the type described in clause (7) above occurs, the principal of and any accrued
interest on the 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 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 note will have any right to institute any proceeding with
respect to the indenture or for any remedy under the indenture, 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 have made a 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 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 note for
enforcement of payment of the principal of and premium, if any, or interest on
such note on or after the respective due dates expressed in such 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 Allied with the
intention of avoiding payment of the premium that Allied would have had to pay
if Allied then had elected to
76
<PAGE> 84
redeem the notes pursuant to the optional redemption provisions of the
indenture, an equivalent premium will also become and be immediately due and
payable upon the acceleration of the notes.
Allied will be required to furnish to the trustee annually a statement
regarding Allied's performance of its obligations under the indenture. Allied
will be required to deliver to the trustee, as soon as possible and in any event
within 30 days after Allied becomes aware of the occurrence of a Default or an
Event of Default, an officers' certificate setting forth the details of such
Default or Event of Default, and the action which Allied proposes to take with
respect to such Default or Event of Default.
DEFEASANCE
(1) If applicable, Allied will be discharged from any and all obligations
in respect of the outstanding notes; or
(2) If applicable, Allied 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 the notes,
in either case 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. With respect to
clause (2), the obligations under the indenture with respect to the 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:
(a) clause (1) of the previous paragraph, Allied has received from,
or there has been published by, the Internal Revenue Service a
ruling or there has been a change in law, that in the opinion
of counsel provides that Holders of the notes 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
(b) clause (2) of the previous paragraph, Allied has delivered to
the trustee an opinion of counsel to the effect that the
Holders of the notes 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;
(2) no Default or Event of Default shall have occurred or be continuing;
77
<PAGE> 85
(3) Allied 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
(4) certain other customary conditions precedent are satisfied.
In the event Allied omits to comply with its remaining obligations under
the indenture and the notes after a defeasance of the indenture with respect the
notes as described under the clause (2) of the second preceding paragraph and
the 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 the notes at the time of the
acceleration resulting from such Event of Default. However, Allied will remain
liable in respect of such payments.
MODIFICATION AND WAIVER
Modifications and amendments of the indenture with respect to the notes may
be made by Allied and the trustee with the consent of the Holders of a majority
in aggregate principal amount of outstanding notes; provided, however, that
without the consent of the Holder of each such outstanding note affected by such
modification or amendment, no modification or amendment may:
(1) change the Stated Maturity of the principal of, or any installment
of interest on, any note;
(2) reduce the principal amount of or the premium, if any, or interest
on, any note;
(3) change the place or currency of payment of principal of, or premium,
if any, or interest on, any note;
(4) impair the right to institute suit for the enforcement of any
payment on or with respect to any note;
(5) reduce the above stated percentage of outstanding notes necessary to
modify or amend the indenture;
(6) reduce the percentage of aggregate principal amount of outstanding
notes necessary for waiver of compliance with certain provisions of
the indenture or for waiver of certain defaults under the indenture;
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 the notes, except as otherwise specified.
The Holders of a majority in aggregate principal amount of the outstanding
notes may waive compliance by Allied with certain restrictive provisions of the
indenture. The Holders of a majority in aggregate principal amount of the
outstanding notes may waive any past default under the indenture with respect to
the notes, except a default in the payment of principal, premium, if any, or
interest.
In addition, any amendment to, or waiver of, the provisions of the
indenture relating to subordination that adversely affects the rights of the
Holders of the notes will require
78
<PAGE> 86
the consent of the Holders of at least 75% in aggregate principal amount of
notes then outstanding.
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 in this description of notes 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
Allied or a Subsidiary of Allied and
(2) any assets constituting a discrete business or operating unit
acquired on or after the date hereof by Allied or a Subsidiary of
Allied.
"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 Waste Group" means, collectively, AWI, Allied and their respective
subsidiaries, and a "member" of the Allied Waste Group means AWI, Allied and
each of their respective subsidiaries.
"Apollo" means Apollo Management IV, L.P. or its Permitted Transferees
(exclusive of the Allied Waste Group).
"Asset Disposition" by any Person that is Allied or any Restricted
Subsidiary means any transfer, conveyance, sale, lease or other disposition by
Allied or any of its Restricted Subsidiaries, including a consolidation or
merger or other sale of any Restricted Subsidiary with, into or to another
Person in a transaction in which the Restricted 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;
(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.
Notwithstanding the preceding, the following items shall not be deemed to
be an Asset Disposition:
(1) a disposition by a Subsidiary of such Person to such Person or a
Restricted Subsidiary or by such Person to a Restricted Subsidiary;
(2) the disposition of all or substantially all of the assets of Allied
in a manner permitted pursuant to the provisions described above
under the caption
79
<PAGE> 87
"Certain Covenants -- Mergers, Consolidations and Certain Sales of
Assets;" and
(3) any disposition that constitutes a Restricted Payment or Permitted
Investment that is permitted pursuant to the provisions described
above under the caption "Certain Covenants -- Limitation on
Restricted Payments."
"Bank Agreement" means the credit agreement of Allied dated July 21, 1999,
as amended, among Allied, AWI, certain lenders party thereto, and The Chase
Manhattan Bank, DLJ Capital Funding, Inc. and Citicorp USA, Inc., as agents, or
any bank credit agreement that replaces, amends, supplements, restates or renews
such credit agreement.
"Blackstone" means the collective reference to (i) Blackstone Capital
Partners III Merchant Banking Fund L.P., a Delaware limited partnership,
Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited
partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands
limited partnership, Blackstone Offshore Capital Partners II L.P., a Cayman
Islands limited partnership, Blackstone Family Investment Partnership III L.P.,
a Delaware limited partnership, and Blackstone Family Investment Partnership II
L.P., a Cayman Islands limited partnership (each of the foregoing, a "Blackstone
Fund") and (ii) each Affiliate of any Blackstone Fund that is not an operating
company or Controlled by an operating company and each general partner of any
Blackstone Fund or any Blackstone Affiliate who is a partner or employee of The
Blackstone Group L.P.
"Capital Lease Obligation" of any Person means the obligation to pay rent
or other payment amounts under a lease of, or other arrangements conveying the
right to use, real or personal property of such Person that 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
of such obligation 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, on any date the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the 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 the 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.
80
<PAGE> 88
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
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 (ii) 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
(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), Allied
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
(8) all non-cash non-recurring gains during such period, to the extent
included in determining net operating income for such period.
Notwithstanding the preceding, the Consolidated Interest Expense,
Consolidated Income Tax Expense and consolidated depreciation and amortization
expense of a
81
<PAGE> 89
Consolidated Subsidiary of such Person shall be added to the Consolidated Net
Income pursuant to the foregoing:
(1) only 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
(2) only to the extent that the amount specified in clause (1) 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.
Notwithstanding the foregoing, 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
of such Acquired Business, actions taken by Allied 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).
82
<PAGE> 90
"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.
"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 the following shall be excluded:
(1) for purposes solely of calculating Consolidated Net Income for
purposes of clause (3)(a) of the second half 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;
83
<PAGE> 91
(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
clause (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 particular period during which any Subsidiary
of such person was an Unrestricted Subsidiary, "Consolidated Subsidiaries" will
exclude such Subsidiary for such period or portion of such period 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 that:
(1) was a member of such board of directors on the date of the
supplement to the indenture with respect to each series of notes;
or
(2) was nominated for election or elected to such board of directors
with the approval of a majority of the Continuing Directors that
were members of such board of directors 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 or similar facilities
issued for the account of such Person;
84
<PAGE> 92
(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 or severally, as obligor, Guarantor or
otherwise.
"Default" means an event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.
"Designated Noncash Consideration" means:
(1) the fair market value of non-cash consideration received by Allied
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 Allied, minus
(2) the amount of cash or Cash Equivalents received in connection with
a sale of such Designated Noncash Consideration.
"Designated Senior Debt" means:
(1) any Indebtedness outstanding under the Bank Agreement; and
(2) after payment in full of all Obligations under the Bank Agreement,
any other Senior Debt permitted under the indenture the principal
amount of which is $100.0 million or more and that has been
designated by Allied as "Designated Senior Debt."
"Excepted Disposition" means a transfer, conveyance, sale, lease or other
disposition by Allied or any Restricted Subsidiary of any asset of Allied or any
Restricted Subsidiary the fair market value of which itself does not exceed 2.5%
of Consolidated Total Assets of Allied and which, when aggregated with all other
assets disposed of in Excepted Dispositions in any fiscal year, does not exceed
5% of Consolidated Total Assets of Allied.
"Guarantee" 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
85
<PAGE> 93
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;
(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.
"Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing; provided, however, that the Guarantee 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. "Incurrence,"
"incurred," "incurrable" and "incurring" shall have meanings correlative to the
preceding. Notwithstanding the foregoing, 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 Debt.
"Insurance Subsidiaries" means Reliant Insurance Company and Indemnity
Corporation, a Vermont corporation and a Subsidiary of Allied, Global Indemnity
Assurance, a Vermont corporation and a Subsidiary of BFI and Commercial
Reassurance Limited, a corporation organized under the laws of the Republic of
Ireland and a Subsidiary of BFI.
"Intercompany Agreements" means the Management Agreements between AWI and
Allied 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,
86
<PAGE> 94
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 Guarantee of
any obligation of or for the account of such other Person or any
direct or indirect issuance by such Person of such a Guarantee; 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
Allied 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, from such Asset Disposition 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;
(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 that, 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
87
<PAGE> 95
(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 that 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 Allied 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 Allied'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 (2) and (3)
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 of such
rating by Standard & Poor's Ratings Group or P-1 or the equivalent
of such rating by Moody's Investors Services, Inc., and in each
case maturing within 360 days;
(9) receivables owing to Allied or a Restricted Subsidiary of Allied 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;
88
<PAGE> 96
(10) any Investment consisting of loans and advances to employees of
Allied 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 Allied or any
Restricted Subsidiary to employees, officers and directors of
Allied or AWI, in connection with management incentive plans not to
exceed $50,000,000 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) Allied from Allied, or
(b) AWI from AWI if AWI uses the proceeds thereof to acquire
Capital Stock (other than Redeemable Interests) of Allied,
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 Allied or any of its Restricted
Subsidiaries:
(a) in exchange for any other Investment or accounts receivables
held by Allied 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 Allied 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 the caption "Repurchase at the
Option of Holders -- Asset Dispositions";
(15) Investments the payment for which consists exclusively of Capital
Stock exclusive of Redeemable Interests of Allied; and
(16) other Investments in an aggregate amount not to exceed 15% of the
Consolidated Total Assets of Allied outstanding at any time.
"Permitted Junior Securities" means:
(1) Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock) of Allied or any
Guarantor; or
(2) debt securities of Allied or any Guarantor that are subordinated to
all Senior Debt (and any debt securities issued in exchange for
Senior Debt) to substantially the same extent as, or to a greater
extent than, the notes are subordinated to Senior Debt pursuant to
Article 15 of the indenture.
89
<PAGE> 97
"Permitted Liens" means:
(1) Liens incurred after the date of the indenture securing Debt of
Allied that ranks pari passu in right of payment to the notes, if
the notes are secured equally and ratably with such Debt;
(2) Liens in favor of Allied or any Restricted Subsidiary;
(3) 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 Allied or any Restricted Subsidiary of Allied,
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 Allied or any
Restricted Subsidiary;
(4) Liens on property existing at the time of acquisition of such
property by Allied or any Restricted Subsidiary of Allied, provided
that such Liens were not incurred in contemplation of such
acquisition;
(5) Liens existing on the date of the indenture;
(6) 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;
(7) Liens securing Permitted Refinancing Debt where the Liens securing
the Permitted Refinancing Debt were permitted under the indenture;
(8) 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;
(9) 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;
(10) 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 Allied or such Restricted Subsidiary;
(11) any attachment or judgment Lien that does not constitute an Event
of Default;
(12) Liens in favor of the trustee for its own benefit and for the
benefit of the Holders;
(13) any interest or title of a lessor pursuant to a lease constituting
a Capital Lease Obligation;
90
<PAGE> 98
(14) pledges or deposits made in connection with acquisition agreements
or letters of intent entered into in respect of a proposed
acquisition;
(15) Liens in favor of prior holders of leases on property acquired by
Allied or of sublessors under leases on Allied property;
(16) 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);
(17) 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:
(i) to finance the cost (including the cost of improvement or
construction) of the item, property or assets subject to
such Lien, 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
(ii) 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;
(18) leases or subleases granted to others that do not materially
interfere with the ordinary course of business of Allied and its
Restricted Subsidiaries, taken as a whole;
(19) Liens arising from filing Uniform Commercial Code financing
statements regarding leases;
(20) 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 Allied or any Restricted Subsidiary
other than the property or assets acquired;
(21) Liens encumbering deposits securing Debt under Permitted Interest
Rate Currency or Commodity Price Agreements;
(22) Liens arising out of conditional sale, title retention, consignment
or similar arrangements for the sale of goods entered into by
Allied or any of its
91
<PAGE> 99
Restricted Subsidiaries in the ordinary course of business in
accordance with the past practices of Allied and its Restricted
Subsidiaries;
(23) any renewal of or substitution of any Liens permitted by any of the
preceding clauses, provided that:
(a) 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
(b) the Liens are not extended to any additional assets other than
proceeds and accessions;
(24) Liens incurred in the ordinary course of business of Allied or any
Restricted Subsidiary of Allied 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 Allied or
such Restricted Subsidiary; and
(25) Liens on assets of Unrestricted Subsidiaries that secure
non-recourse Debt of Unrestricted Subsidiaries.
This definition does not authorize the incurrence of any Debt not otherwise
permitted by the covenant described above under the caption "Certain
Covenants -- Limitation on Consolidated Debt."
"Permitted Transferee" means, with respect to any Person: (a) any Affiliate
of such Person; (b) any investment manager, investment advisor, or constituent
general partner of such Person; or (c) any investment fund, investment account,
or investment entity that is organized by such Person or its Affiliates and
whose investment manager, investment advisor, or constituent general partner is
such Person or a Permitted Transferee of such Person.
"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 winding 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:
(1) by its terms;
(2) by the terms of any security into which it is convertible or for
which it is exchangeable; or
(3) otherwise (including upon the occurrence of an event),
92
<PAGE> 100
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 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"), Allied shall substitute therefor another Primary
Treasury Dealer.
"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.
"Related Business" means a business substantially similar to the business
engaged in by Allied and its Subsidiaries on the date of the indenture.
"Related Person" of any Person means, without limitation, any other Person
owning:
(1) 5% or more of the outstanding Common Stock of such Person or
(2) 5% or more of the Voting Stock of such Person.
"Restricted Subsidiary" means:
(1) at any date, a Subsidiary of Allied that is not an Unrestricted
Subsidiary as of such date and
(2) for any period, a Subsidiary of Allied 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.
"Senior Convertible Preferred Stock" means the senior convertible preferred
stock with an initial liquidation preference of $1.0 billion issued pursuant to
a Certificate of Designations of AWI as such Certificate of Designations is in
effect on the date of the indenture as modified from time to time; provided that
such modifications do not increase the amount of dividends paid or payable in
respect thereof.
"Senior Debt" means:
(1) all Indebtedness of Allied or any Guarantor outstanding under the
Bank Agreement and all Permitted Interest Rate or Currency
Protection Agreements with respect thereto, unless the instrument
under which such Indebtedness is incurred expressly provides that it
is on parity with or subordinated in right of payment to the notes
or any Guarantee or subordinated to any other Debt of Allied or any
Guarantor;
(2) any other Indebtedness of Allied or any Guarantor permitted to be
incurred under the terms of the indenture, unless the instrument
under which such Indebtedness is incurred expressly provides that it
is on parity with or subordinated in right of payment to the notes
or any Guarantee or subordinated to any other Debt of Allied or any
Guarantor; and
93
<PAGE> 101
(3) all Obligations with respect to the items listed in the preceding
clauses (1) and (2).
Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:
(1) any liability for federal, state, local or other taxes owed or owing
by Allied;
(2) any Indebtedness of Allied to any of its Subsidiaries or other
Affiliates;
(3) any trade payables; or
(4) the portion of any Indebtedness that is incurred in violation of the
indenture.
"Subsidiary" of any Person means:
(1) a corporation of which more than 50% of the combined voting power of
the outstanding Voting Stock 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 affairs thereof.
"Tranche D Subordinated Term Loans" means the Tranche D Term Loans issued
under the Bank Agreement as in effect on the date of the indenture in an
aggregate principal amount not in excess of $500 million.
"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,
and that, 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 of 1933, as amended) 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
94
<PAGE> 102
depositary receipt. Notwithstanding the foregoing, 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 Allied that is an Unrestricted
Subsidiary in accordance with the provisions of the indenture
described under the caption "Certain Covenants -- Designation of
Restricted and Unrestricted Subsidiaries"; and
(2) for any period, a Subsidiary of Allied 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 -- Designation of Restricted and 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 "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
95
<PAGE> 103
- 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
- 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
96
<PAGE> 104
- ownership of the 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 notes
or to pledge the 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 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 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
97
<PAGE> 105
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.
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.
98
<PAGE> 106
UNITED STATES FEDERAL TAX CONSEQUENCES
The following summary describes the material U.S. federal income tax
consequences and, in the case of Non-U.S. Holders, U.S. federal estate tax
consequences, of the acquisition, ownership and disposition of new notes by
investors that acquire new 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
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 notes held as
capital assets which is generally, property held for investment, and does not
address holders of new 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 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 notes that may be applicable to you.
FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
The exchange of old notes for new 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
notes as it had in the old notes immediately before the exchange.
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 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 (unless the Internal Revenue Service
provides otherwise) 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
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 note,
or purchased the old note for which the new note was exchanged, as the case may
be, at a
99
<PAGE> 107
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 note or old 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 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 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 note or the old note for which the new note was
exchanged, as the case may be.
In general, market discount will be considered to accrue ratably during the
period from the date of acquisition of the new note or old note for which the
new note was exchanged, as the case may be, to the maturity date of the new
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 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 note or purchased the old note for which
the new note was exchanged, as the case may be, for an amount in excess of the
amount payable at maturity of the new note, such holder will be considered to
have purchased the new note or old 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 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 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 note, and finally as a carryforward allowable
against the U.S. Holder's future interest inclusions on such new 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 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 note. A U.S. Holder's
adjusted tax basis in a new note will generally equal the cost of such new note
or, in the case of a new note acquired in exchange for an old note in the
Exchange Offer, the tax basis of such old 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
100
<PAGE> 108
applied to reduce, or allowed as a deduction against, interest with respect to
such new note. Gain or loss recognized by a U.S. Holder on the sale, exchange or
retirement of a new 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 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 note received in exchange for an old note in the
Exchange Offer, the period of time that the old note was held. Long-term capital
gain recognized by a non-corporate U.S. holder generally will be subject to a
maximum tax rate of 20%. Subject to certain limited exceptions, capital losses
cannot be used to offset ordinary income.
BACKUP WITHHOLDING. In general, "backup withholding" at a rate of 31% may
apply to payments of principal and interest made on a new note, and to the
proceeds of a sale or exchange of a new 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.
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 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.
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 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
101
<PAGE> 109
(3) either
(A) the beneficial owner of the new 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 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 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 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 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 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 W-8ECI 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.
In addition, a foreign corporation that is a holder of a new 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 some adjustments, unless
it qualifies for a lower rate under an applicable income tax treaty. For this
purpose, interest on a new note or gain recognized on the disposition of a new
note will be included in earnings and profits if such interest or
102
<PAGE> 110
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, 2000 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 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 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 notes. Payments of the proceeds
from a disposition by a Non-U.S. Holder of a new 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, 2000, 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
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.
You should consult your own tax advisor regarding application of backup
withholding in your particular circumstance and the availability of and
procedure for obtaining an exemption from backup withholding under current
Treasury regulations and the Treasury regulations that will become effective
after December 31, 2000. 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 Internal Revenue Service.
103
<PAGE> 111
PLAN OF DISTRIBUTION
Each broker-dealer that receives new 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 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 notes received in exchange for old notes where
such old 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 notes by
broker-dealers. new 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 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 notes. Any broker-dealer
that resells new 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 notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of new 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 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
notes who did not exchange their old notes for new 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 notes have been exchanged for new notes pursuant to the terms
and conditions contained herein.
VALIDITY OF THE NEW NOTES
The validity of the new notes will be passed upon for us by Fried, Frank,
Harris, Shriver & Jacobson (a partnership including professional corporations),
New York, New York.
104
<PAGE> 112
EXPERTS
The consolidated financial statements of Allied as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998
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, and are incorporated by reference in
reliance upon the authority of said firm as experts in giving such reports.
The consolidated financial statements of BFI as of September 30, 1998 and
1997 and for each of the three years in the period ended September 30, 1998
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, and are incorporated by reference in
reliance upon the authority of such firm as experts in giving such reports.
105
<PAGE> 113
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ALLIED LOGO
ALLIED WASTE NORTH AMERICA, INC.
OFFER FOR
ALL OUTSTANDING
10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
-----------------
PROSPECTUS
-----------------
DECEMBER 30, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 114
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.
II-1
<PAGE> 115
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.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
*3.1 Amended Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1996).
*3.2 Amended and Restated Bylaws of the Company as of May 13,
1997. Exhibit 3.2 to the Company's Report on Form 10-Q for
the quarter ended June 30, 1997 is incorporated herein by
reference.
**3.2(i) Amendment to the Bylaws of the Company, effective July 30,
1999.
*3.3 Amendment to Amended Certificate of Incorporation of the
Company dated October 15, 1998. Exhibit 3.4 to the Company's
Report on Form 10-Q for the quarter ended September 30, 1998
is incorporated herein by reference.
*4.1 Indenture relating to the 10% Senior Subordinated Notes due
2009, dated as of July 30, 1999, by and among the Company
and U.S. Bank Trust National Association, as Trustee, with
respect to the Notes and Exchange Notes.
*4.2 Series Supplement Indenture relating to the 10% Senior
Subordinated Notes due 2009, dated July 30, 1999
(Incorporated by Reference to Exhibit 4.1 to Allied's Form
8-K dated September 14, 1999).
*4.3 Form of 10% Series B Senior Subordinated Notes due 2009
(included in Exhibit 4.2).
**4.4 Fourth Supplemental Indenture relating to the Company's
7 3/8 Senior Notes due 2004, 7 5/8% Senior Notes due 2006
and 7 7/8% Senior Notes due 2009, dated July 30, 1999.
**4.5 Fifth Supplemental Indenture relating to the Company's 7 3/8
Senior Notes due 2004, 7 5/8% Senior Notes due 2006 and
7 7/8% Senior Notes due 2009, dated December 29, 1999.
**4.6 Second Supplemental Subordinated Indenture relating to the
10% Senior Subordinated Notes due 2009, dated December 29,
1999.
**5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, as to
the legality of the securities, dated December 29, 1999.
*10.1 Registration Rights Agreement, dated as of July 30, 1999, by
and among the Company, the Guarantors and the initial
purchasers, relating to the $2 billion 10% Senior
Subordinated Notes due 2009. Exhibit 10.3 to Allied's
Current Report on Form 8-K dated August 10, 1999 is
incorporated herein by reference.
*10.2 Purchase Agreement dated December 14, 1998, by and among the
Company, the Guarantors and the initial purchasers, with
respect to the $2 billion 10% Senior Subordinated Notes due
2009. Exhibit 10.4 to Allied's Registration Statement on
Form S-4 (No. 333-70709) is incorporated herein by
reference.
*12.1 Ratio of earnings to fixed charges. (Incorporated by
Reference to Exhibit 12 to Allied's Form 10-Q dated
September 30, 1999).
**23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
**23.2 Consent of Arthur Andersen LLP, Houston.
</TABLE>
II-2
<PAGE> 116
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
**23.3 Consent of Arthur Andersen, Phoenix.
*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.
**99.1 Letter of Transmittal, with respect to old notes and
Exchange Notes.
**99.2 Notice of Guaranteed Delivery, with respect to old notes and
Exchange Notes.
**99.3 Instructions to Registered Holders from Beneficial Owners,
with respect to the old notes and Exchange Notes.
**99.4 Letter to Registered Holders.
**99.5 Letter to Our Clients.
</TABLE>
- -------------------------
* Previously Filed.
** Filed Herewith.
(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
II-3
<PAGE> 117
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-4
<PAGE> 118
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 December 30,
1999.
Allied Waste Industries, Inc.
By: /s/ Henry L. Hirvela
-----------------------------------
Henry L. Hirvela
Vice President and
Chief Financial Officer
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Thomas H. Van Weelden* Chairman of the Board of Directors,
- --------------------------------------------------- President and Chief Executive
Thomas H. Van Weelden Officer (Principal Executive
Officer)
/s/ Henry L. Hirvela Vice President -- Chief Financial
- --------------------------------------------------- Officer (Principal Financial
Henry L. Hirvela Officer)
/s/ James S. Eng* Corporation Controller
- --------------------------------------------------- (Principal Accounting Officer)
James S. Eng
/s/ Nolan Lehmann* Director
- ---------------------------------------------------
Nolan Lehmann
/s/ Michael Gross* Director
- ---------------------------------------------------
Michael Gross
/s/ David B. Kaplan* Director
- ---------------------------------------------------
David B. Kaplan
/s/ Antony P. Ressler* Director
- ---------------------------------------------------
Antony P. Ressler
</TABLE>
- ---------------------
*By: /s/ Henry L.
Hirvela
----------------
Henry L. Hirvela
Attorney-in-fact
II-5
<PAGE> 119
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Howard A. Lipson* 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
/s/ David Blitzer* Director
- ---------------------------------------------------
David Blitzer
</TABLE>
- ---------------------
*By: /s/ Henry L.
Hirvela
----------------
Henry L. Hirvela
Attorney-in-fact
II-6
<PAGE> 120
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 December
30, 1999.
Allied Waste North America, Inc.
By: /s/ Henry L. Hirvela
-----------------------------------
Henry L. Hirvela
Vice President and
Chief Financial Officer
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 and 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
</TABLE>
- ---------------------
*By: /s/ Henry L.
Hirvela
----------------
Henry L. Hirvela
Attorney-in-fact
II-7
<PAGE> 121
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule A hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Executive Vice President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-8
<PAGE> 122
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule B hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
-------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-9
<PAGE> 123
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule C hereto.
By: /s/ Peter S. Hathaway
-----------------------------------
Peter S. Hathaway
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Peter S. Hathaway* Director and President
- ------------------------------------- (Principal Executive Officer)
Peter S. Hathaway
/s/ G. Thomas Rochford, Jr. Treasurer
- ------------------------------------- (Principal Financial Officer and
G. Thomas Rochford, Jr. Principal Accounting Officer)
/s/ Steven M. Helm* Director and Secretary
- -------------------------------------
Steven M. Helm
/s/ Michael G. Hannon* Director
- -------------------------------------
Michael G. Hannon
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
-------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-10
<PAGE> 124
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule D hereto.
By: /s/ Larry D. Henk
-----------------------------------
Larry D. Henk
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
-------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-11
<PAGE> 125
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule E hereto.
By: /s/ Henry L. Hirvela
-----------------------------------
Henry L. Hirvela
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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. Principal Accounting Officer)
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-12
<PAGE> 126
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule F hereto.
By: /s/ James S. Eng
-----------------------------------
James S. Eng
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
-------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-13
<PAGE> 127
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule G hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Executive Vice President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 Weelden* Director, President and Chief
- ------------------------------------- Executive Officer of Allied Waste
Thomas H. Van Weelden North America, Inc. as Managing
Member
/s/ Henry L. Hirvela* Director, Vice President and 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 Waste
Steven M. Helm North America, Inc. as Managing
Member
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-14
<PAGE> 128
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule H hereto.
By: /s/ Donald W. Slager
--------------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 Principal
G. Thomas Rochford, Jr. 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
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-15
<PAGE> 129
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 December 30, 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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.
Thomas Rochford, Jr.
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-16
<PAGE> 130
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule J hereto.
By: /s/ Donald W. Slager
--------------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 Weelden* Director, President and Chief Executive
- --------------------------------------------- Officer of Allied Waste North America,
Thomas H. Van Weelden Inc. as Managing Member
/s/ Henry L. Hirvela* Director, Vice President and Chief
- --------------------------------------------- Executive 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 Waste
Steven M. Helm North America, Inc. as Managing Member
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-17
<PAGE> 131
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule K hereto.
By: /s/ Donald W. Slager
--------------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* President and Director
- --------------------------------------------- (Principal Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer (Principal
- --------------------------------------------- Financial Officer and Principal
G. Thomas Rochford, Jr. Accounting Officer)
/s/ Doug Borro* Director
- ---------------------------------------------
Doug Borro
/s/ Jo Lynn White* Director
- ---------------------------------------------
Jo Lynn White
Director
- ---------------------------------------------
Ronald Poland
/s/ James Eng* Director
- ---------------------------------------------
James Eng
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-18
<PAGE> 132
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 December 30, 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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
- -------------------------
*By: /s/ G. Thomas Rochford, Jr.
---------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-19
<PAGE> 133
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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
</TABLE>
<TABLE>
<S> <C>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- -------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-20
<PAGE> 134
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule M hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 Weelden* Director, President and Chief
- --------------------------------------------------- Executive Officer of Allied Waste
Thomas H. Van Weelden 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
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-21
<PAGE> 135
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 December 30, 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
Executive Vice President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Executive Vice
- --------------------------------------------------- President
Donald W. Slager of American Disposal Services of
Illinois, Inc.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of American
- --------------------------------------------------- Disposal Services of Illinois,
G. Thomas Rochford, Jr. Inc.
/s/ James S. Eng* Director of American Disposal
- --------------------------------------------------- Services of Illinois, Inc.
James S. Eng
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-22
<PAGE> 136
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 December 30, 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-23
<PAGE> 137
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 December 30, 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
Executive Vice President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Executive Vice
- --------------------------------------------------- President of American Disposal
Donald W. Slager Services of Illinois, Inc.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of American
- --------------------------------------------------- Disposal Services of Illinois,
G. Thomas Rochford, Jr. Inc.
/s/ James S. Eng* Director of American Disposal
- --------------------------------------------------- Services of Illinois, Inc.
James S. Eng
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-24
<PAGE> 138
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 December 30, 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
Executive Vice President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Executive Vice
- --------------------------------------------------- President of American Disposal
Donald W. Slager Services of Illinois, Inc.
/s/ G. Thomas Rochford, Jr. Director and Treasurer of American
- --------------------------------------------------- Disposal Services of Illinois,
G. Thomas Rochford, Jr. Inc.
/s/ James S. Eng* Director of American Disposal
- --------------------------------------------------- Services of Illinois, Inc.
James S. Eng
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-25
<PAGE> 139
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 December 30, 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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.
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-26
<PAGE> 140
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ James S. Eng* Director of 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
- --------------------------------------------------- Fibers, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng* Director of Paper Fibers, Inc.
- ---------------------------------------------------
James S. Eng
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-27
<PAGE> 141
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule S hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Executive Vice-President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* President and Director (Principal
- --------------------------------------------------- Executive Officer)
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer (Principal
- --------------------------------------------------- Financial Officer and Principal
G. Thomas Rochford, Jr. Accounting Officer)
/s/ Doug Borro* Director
- ---------------------------------------------------
Doug Borro
/s/ Jo Lynn White* Director
- ---------------------------------------------------
Jo Lynn White
Director
- ---------------------------------------------------
Bob Hawthorne
/s/ James Eng* Director
- ---------------------------------------------------
James Eng
</TABLE>
<TABLE>
<C> <S>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
--------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-28
<PAGE> 142
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 December 30, 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Executive
- --------------------------------------------------- Vice-President of ECDC Holdings,
Donald W. Slager Inc.
/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
</TABLE>
<TABLE>
<C> <S>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- --------------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-29
<PAGE> 143
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 December 30, 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and 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
</TABLE>
<TABLE>
<C> <S>
- -------------------------
* By: G. Thomas Rochford, Jr.
- --------------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-30
<PAGE> 144
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule V hereto.
By: Rabanco Recycling, Inc.
Managing 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
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 of Rabanco Recycling, Inc.
- ---------------------------------------------------
James S. Eng
</TABLE>
- -------------------------------------------------------------------
* By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-31
<PAGE> 145
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Executive Vice President
- --------------------------------------------------- of Rabanco, Ltd.
Donald W. Slager
/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
</TABLE>
<TABLE>
<C> <S>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
- --------------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-32
<PAGE> 146
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule W hereto.
By: United Waste Control Corp.
Managing General Partner
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Executive Vice-President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Executive Vice President
- --------------------------------------------------- of United Waste Control Corp.
Donald W. Slager
/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
</TABLE>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
--------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-33
<PAGE> 147
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 December 30, 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
II-34
<PAGE> 148
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 of 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
- --------------------------------------------------- Fibers, 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
</TABLE>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
--------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-35
<PAGE> 149
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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule Y hereto.
By: WJR Environmental, Inc.
Managing General Partner
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager* Director and Vice-President of WJR
- --------------------------------------------------- Environmental, Inc.
Donald W. Slager
/s/ G. Thomas Rochford, Jr. Director and Treasurer or WJR
- --------------------------------------------------- Environmental, Inc.
G. Thomas Rochford, Jr.
/s/ James S. Eng* Director of WJR Environmental, Inc.
- ---------------------------------------------------
James S. Eng
</TABLE>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
--------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-36
<PAGE> 150
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule Z 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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule Z hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 Eng* Director
- ---------------------------------------------------
James S. Eng
/s/ Peter S. Hathaway* Director
- ---------------------------------------------------
Peter S. Hathaway
/s/ Steven M. Helm* Director
- ---------------------------------------------------
Steven M. Helm
Director
- ---------------------------------------------------
Edward S. Contant
</TABLE>
- -------------------------
* By: /s/ G. Thomas Rochford, Jr.
--------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-37
<PAGE> 151
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule AA 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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule AA hereto.
By: /s/ Michael Stone
-----------------------------------
Michael Stone
President and Sole Director
II-38
<PAGE> 152
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule BB 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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule BB hereto.
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Vice President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/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 Principal
G. Thomas Rochford, Jr. Accounting Officer)
/s/ James S. Eng* Director
- ---------------------------------------------------
James S. Eng
Director
- ---------------------------------------------------
Steve Forney
</TABLE>
- -------------------------------------------------------------------
*By: /s/ G. Thomas Rochford, Jr.
---------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
II-39
<PAGE> 153
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule CC 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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule CC hereto.
By: /s/ Henry L. Hirvela
-----------------------------------
Henry L. Hirvela
Vice President of Finance
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Roger A. Ramsey* Director and President
- --------------------------------------------------- (Principal Executive Officer)
Roger A. Ramsey
/s/ Henry L. Hirvela Director and Vice
- --------------------------------------------------- President -- Finance (Principal
Henry L. Hirvela Financial Officer and Principal
Accounting Officer)
/s/ Thomas H. Van Weelden* Director
- ---------------------------------------------------
Thomas H. Van Weelden
</TABLE>
- -------------------------------------------------------------------
*By: /s/ Henry L. Hirvela
---------------------------------
Henry L. Hirvela
Attorney-in-fact
II-40
<PAGE> 154
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule DD 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 December 30, 1999.
On behalf of each Subsidiary Guarantor
listed on Schedule DD hereto.
By: Allied Waste North America, Inc.
General Partner
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Executive Vice-President
By: Browning-Ferris Industries of
Tennessee, Inc.
General Partner
By: /s/ Donald W. Slager
-----------------------------------
Donald W. Slager
Executive Vice-President
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Thomas H. Van Weelden* Director, President and
- --------------------------------------------------- Chief Executive Officer of
Thomas H. Van Weelden Allied Waste North America, Inc.
(Principal Executive Officer)
/s/ Henry L. Hirvela Director, Vice President and
- --------------------------------------------------- Chief Financial Officer of
Henry L. Hirvela Allied Waste North America, Inc.
(Principal Financial Officer)
-------------------------
*By: /s/ Henry L. Hirvela
---------------------------------------------
Henry L. Hirvela
Attorney-in-fact
</TABLE>
II-41
<PAGE> 155
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ James S. Eng* Corporation Controller of
- --------------------------------------------------- Allied Waste North America, Inc.
James S. Eng (Principal Accounting Officer)
/s/ Steven M. Helm* Director, Vice President --
- --------------------------------------------------- Legal and Corporate Secretary of
Steven M. Helm Allied Waste North America, Inc.
</TABLE>
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 December 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ Donald W. Slager** Director and Executive Vice President
- --------------------------------------------------- of Browning-Ferris Industries of
Donald W. Slager Tennessee, Inc. (Principal
Executive Officer)
/s/ G. Thomas Rochford, Jr. Director and Treasurer of
- --------------------------------------------------- Browning-Ferris Industries of
G. Thomas Rochford, Jr. Tennessee, Inc.
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James S. Eng** Director of Browning-Ferris
- --------------------------------------------------- Industries of Tennessee, Inc.
James S. Eng
</TABLE>
<TABLE>
<C> <S>
-------------------------
*By: /s/ Henry L. Hirvela
---------------------------------------------
Henry L. Hirvela
Attorney-in-fact
**By: /s/ G. Thomas Rochford, Jr.
---------------------------------------------
G. Thomas Rochford, Jr.
Attorney-in-fact
</TABLE>
II-42
<PAGE> 156
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
*3.1 Amended Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1996).
*3.2 Amended and Restated Bylaws of the Company as of May 13,
1997. Exhibit 3.2 to the Company's Report on Form 10-Q for
the quarter ended June 30, 1997 is incorporated herein by
reference.
**3.2(i) Amendment to the Bylaws of the Company, effective July 30,
1999.
*3.3 Amendment to Amended Certificate of Incorporation of the
Company dated October 15, 1998. Exhibit 3.4 to the Company's
Report on Form 10-Q for the quarter ended September 30, 1998
is incorporated herein by reference.
*4.1 Indenture relating to the 10% Senior Subordinated Notes due
2009, dated as of July 30, 1999, by and among the Company
and U.S. Bank Trust National Association, as Trustee, with
respect to the Notes and Exchange Notes.
*4.2 Series Supplement Indenture relating to the 10% Senior
Subordinated Notes due 2009, dated July 30, 1999
(Incorporated by Reference to Exhibit 4.1 to Allied's Form
8-K dated September 14, 1999).
*4.3 Form of 10% Series B Senior Subordinated Notes due 2009
(included in Exhibit 4.2).
**4.4 Fourth Supplemental Indenture relating to the Company's
7 3/8 Senior Notes due 2004, 7 5/8% Senior Notes due 2006
and 7 7/8% Senior Notes due 2009, dated July 30, 1999.
**4.5 Fifth Supplemental Indenture relating to the Company's 7 3/8
Senior Notes due 2004, 7 5/8% Senior Notes due 2006 and
7 7/8% Senior Notes due 2009, dated December 29, 1999.
</TABLE>
<PAGE> 157
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S>
**4.6 Second Supplemental Subordinated Indenture relating to the
10% Senior Subordinated Notes due 2009, dated December 29,
1999.
**5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson, as to
the legality of the securities, dated December 29, 1999.
*10.1 Registration Rights Agreement, dated as of July 30, 1999, by
and among the Company, the Guarantors and the initial
purchasers, relating to the $2 billion 10% Senior
Subordinated Notes due 2009. Exhibit 10.3 to Allied's
Current Report on Form 8-K dated August 10, 1999 is
incorporated herein by reference.
*10.2 Purchase Agreement dated December 14, 1998, by and among the
Company, the Guarantors and the initial purchasers, with
respect to the $2 billion 10% Senior Subordinated Notes due
2009. Exhibit 10.4 to Allied's Registration Statement on
Form S-4 (No. 333-70709) is incorporated herein by
reference.
*12.1 Ratio of earnings to fixed charges. (Incorporated by
Reference to Exhibit 12 to Allied's Form 10-Q dated
September 30, 1999).
**23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1)
**23.2 Consent of Arthur Andersen LLP, Houston.
**23.3 Consent of Arthur Andersen, Phoenix.
*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.
**99.1 Letter of Transmittal, with respect to old notes and
Exchange Notes.
**99.2 Notice of Guaranteed Delivery, with respect to old notes and
Exchange Notes.
**99.3 Instructions to Registered Holders from Beneficial Owners,
with respect to the old notes and Exchange Notes.
**99.4 Letter to Registered Holders.
**99.5 Letter to Our Clients.
</TABLE>
- -------------------------
* Previously Filed.
** Filed Herewith.
<PAGE> 1
Exhibit 3.2(i)
BY-LAW AMENDMENTS
Effective as of July 30, 1999, the By-laws of the Company were amended
as follows:
1. Section II.2 of the Bylaws is deleted and replaced in its
entirety with the following:
Section II.2. As of the closing of the purchase of
shares of Senior Convertible Preferred Stock (as defined in the Second
Amended and Restated Shareholders Agreement (the "Shareholders
Agreement"), dated as of July 30, 1999, by and between Allied Waste
Industries, Inc., a Delaware corporation (the "Company"), on the one
hand, and Apollo Investment Fund IV, L.P., a Delaware limited
partnership, Apollo Investment Fund III, L.P., a Delaware limited
partnership, Apollo Overseas Partners IV, L.P., a Delaware limited
partnership, Apollo Overseas Partners III, L.P., a Delaware limited
partnership, Apollo (U.K.) Partners III, L.P., an English limited
partnership, Apollo/AW LLC, a Delaware limited liability company,
Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware
limited partnership, Blackstone Capital Partners III Merchant Banking
Fund L.P., a Delaware limited partnership ("BCP"), Blackstone Offshore
Capital Partners II L.P., a Cayman Islands limited partnership,
Blackstone Family Investment Partnership II L.P., a Delaware limited
partnership, Blackstone Offshore Capital Partners III L.P., a Cayman
Islands limited partnership, Blackstone Family Investment Partnership
III L.P., a Delaware limited partnership, Greenwich Street Capital
Partners II, L.P., a Delaware limited partnership, GSCP Offshore Fund,
L.P., a Cayman Islands exempted limited partnership, Greenwich Fund,
L.P., a Delaware limited partnership, Greenwich Street Employees Fund,
L.P., a Delaware limited partnership, TRV Executive Fund, L.P., a
Delaware limited partnership, DLJMB Funding II, Inc., a Delaware
corporation, DLJ Merchant Banking Partners II, L.P., a Delaware limited
partnership, DLJ Merchant Banking Partners II-A, L.P., a Delaware
limited partnership, DLJ Diversified Partners, L.P., a Delaware limited
partnership, DLJ Diversified Partners-A, L.P., a Delaware limited
partnership, DLJ Millennium Partners, L.P., a Delaware limited
partnership, DLJ Millennium Partners-A, L.P., a Delaware limited
partnership, DLJ First ESC L.P., a Delaware limited partnership, DLJ
Offshore Partners II, C.V., a Netherlands Antilles limited partnership,
DLJ EAB Partners, L.P., a Delaware limited partnership, and DLJ ESC II
L.P., a Delaware limited partnership, or any other entities (other than
the Company) party to the Shareholders Agreement (collectively, the
"Shareholders"), on the other hand) pursuant to the Preferred Stock
Purchase Agreement (as defined in the Shareholders Agreement) and until
the earlier to occur of the tenth anniversary of the purchase of shares
of Senior Preferred Stock pursuant to the Preferred Stock Purchase and
the date on which the Apollo/Blackstone Shareholders (as defined in the
Shareholders Agreement) own, collectively, less than 20% of the
Apollo/Blackstone Shares (as defined in the Shareholders Agreement)
(the "Shareholder Designee Period"), the board of directors shall
consist of no more than thirteen (13) directors during the Shareholder
Designee Period.
<PAGE> 2
2. Section II.3 of the Bylaws is amended to delete the second
paragraph and to add a new paragraph as follows:
At all times during the Shareholder Designee Period,
the Company agrees, subject to Section 3.1(d), to support the
nomination of, and the Company's Nominating Committee (as defined
herein) shall recommend to the Board of Directors the inclusion in the
slate of nominees recommended by the Board of Directors to shareholders
for election as directors at each annual meeting of shareholders of the
Company: (i) no more than two persons who are executive officers of the
Company ("Management Directors"), (ii) (A) five Shareholder Designees,
so long as the Apollo/Blackstone Shareholders beneficially own 80% or
more of the Apollo/Blackstone Shares, (B) four Shareholder Designees,
so long as the Apollo/Blackstone Shareholders beneficially own 60% or
more but less than 80% of the Apollo/Blackstone Shares, (C) three
Shareholder Designees, so long as the Apollo/Blackstone Shareholders
beneficially own 40% or more but less than 60% of the Apollo/Blackstone
Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone
Shareholders beneficially own 20% or more but less than 40% of the
Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as
the Apollo/Blackstone Shareholders beneficially own 10% or more but
less than 20% of the Apollo/Blackstone Shares (each a "Beneficial
Ownership Threshold"); provided, however, that if at any time as a
result of the Company's issuance of Voting Securities the Shareholders
beneficially own 9% or less of the Actual Voting Power (the "Actual
Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be
entitled to no more than three Shareholder Designees (even if the
Apollo/Blackstone Shareholders would otherwise be entitled to a greater
number of Shareholder Designees pursuant to clauses (A) through (E)
above), and (iii) such other persons, each of whom is (A) recommended
by the Nominating Committee and (B) not an employee or officer of or
outside counsel to the Company or a partner, employee, director,
officer, affiliate or associate (as defined in Rule 12b-2 under the
Exchange Act) of any Shareholder or any affiliate of a Shareholder or
as to which the Shareholders or their affiliates own at least ten
percent of the voting equity securities ("Unaffiliated Directors"). If
any vacancy (whether by death, retirement, disqualification, removal
from office or other cause, or by increase in number of directors)
occurs prior to a meeting of the Company's stockholders, the Board (i)
may appoint a member of management to fill a vacancy caused by a
Management Director ceasing to serve as a director, (ii) shall appoint,
subject to Section 3.1(d), a person designated by the Apollo/Blackstone
Shareholders to fill a vacancy created by a Shareholder Designee
ceasing to serve as a director (except as a result of the reduction of
the number of Shareholder Designees entitled to be included on the
Board of Directors by reason of a decrease in the Apollo/Blackstone
Shareholders' beneficial ownership of Apollo/Blackstone Shares below
any Beneficial Ownership Threshold or by reasons of a decrease in the
Shareholders' beneficial ownership of Voting Securities below the
Actual Voting Power Threshold), and (iii) may appoint a person who
qualifies as an Unaffiliated Director and is recommended by the
Nominating Committee pursuant to the procedures set forth in the
following paragraph to fill a vacancy created by an Unaffiliated
Director ceasing to serve as a director (provided, however, that in the
case of a vacancy relating to an Unaffiliated Director, if a majority
of the Nominating Committee is unable to
2
<PAGE> 3
recommend a replacement, then the directorship with respect to this
vacancy shall remain vacant), and each such person shall be a
Management Designee, Shareholder Designee or Unaffiliated Director, as
the case may be, for purposes of this Agreement. Upon any decrease in
the Apollo/Blackstone Shareholders' beneficial ownership of
Apollo/Blackstone Shares below any Beneficial Ownership Threshold or
Voting Securities below the Actual Voting Power Threshold, the
Apollo/Blackstone Shareholders shall cause a number of Shareholder
Designees to offer to immediately resign from the Board of Directors
such that the number of Shareholder Designees serving on the Board of
Directors immediately thereafter will be equal to the number of
Shareholder Designees which the Apollo/Blackstone Shareholders would
then be entitled to designate under Section 3.1(b) of the Shareholders
Agreement. Upon termination of the Shareholder Designee Period, the
Apollo/Blackstone Shareholders shall promptly cause all of the
Shareholder Designees to offer to resign immediately from the Board of
Directors and any committees thereof.
3. The following provision shall replace Section III.3 of the
Bylaws in its entirety:
Section III.3. For so long as the Apollo/Blackstone
Shareholders are entitled to at least two Shareholder Designees under
the Shareholders Agreement, the Apollo/Blackstone Shareholders shall be
entitled to have one Shareholder Designee serve on each committee of
the board of directors other than any committee formed for the purpose
of considering matters relating to the Shareholders. At all times
during the Shareholder Designee Period, Unaffiliated Directors shall be
designated exclusively by a majority of a nominating committee (the
"Nominating Committee"), which shall at all times during the
Shareholder Designee Period consist of not more than four persons, two
of whom shall be Shareholder Designees (or such lesser number of
Shareholder Designees as then serves on the Board of Directors) and two
of whom shall be either Management Directors or Unaffiliated Directors.
If the Nominating Committee is unable to recommend one or more persons
to serve as Unaffiliated Directors (except with respect to any vacancy
created by an Unaffiliated Director ceasing to serve as such), then the
Board of Directors shall nominate and recommend for election by
stockholders an Unaffiliated Director then serving on the Board of
Directors. Notwithstanding the foregoing, if the Apollo/Blackstone
Shareholders beneficially own less than 50% of the Apollo/Blackstone
Shares, the Nominating Committee shall be comprised of individuals only
one of whom is a Shareholder Designee.
3
<PAGE> 1
EXHIBIT 4.4
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of July 30, 1999 (this "Fourth
Supplemental Indenture") among ALLIED WASTE NORTH AMERICA, INC., a Delaware
corporation (the "Company"), having its principal place of business at 15880
North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, and each of
the Guarantors signatory hereto and U.S. Bank Trust National Association, as
Trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee executed and delivered an
Indenture dated as of December 23, 1998 (the "Indenture"), to provide for the
issuance by the Company from time to time of debt securities evidencing its
unsecured indebtedness (the "Securities");
WHEREAS, pursuant to resolutions adopted by the Board of Directors of
the Company, the Company has authorized the issuance of (i) $300,000,000 of its
7 3/8% Senior Notes due 2004 (the "Five-Year Notes") pursuant to a First
Supplemental Indenture dated as of December 23, 1998 of which $225,000,000 in
principal amount are outstanding on the date hereof, (ii) $600,000,000 of its
7 5/8% Senior Notes due 2006 (the "Seven-Year Notes") pursuant to a Second
Supplemental Indenture dated as of December 23, 1998 of which $600,000,000 in
principal amount are outstanding on the date hereof and (iii) $875,000,000 of
its 7 7/8% Senior Notes due 2009 (the "Ten-Year Notes" and, together with the
Five-Year Notes and the Seven-Year Notes, the "Securities") pursuant to a Third
Supplemental Indenture dated as of December 23, 1998 of which $875,000,000 in
principal amount are outstanding on the date hereof (the Indenture and related
Supplemental Indenture for the applicable series of Notes, the "Indenture
Series");
WHEREAS, pursuant to that certain Amended and Restated Agreement and
Plan of Merger dated as of May 21, 1999 (the "Merger Agreement"), among the
Browning-Ferris Industries, Inc. ("BFI"), Allied Waste Industries, Inc.
("Allied") and AWIN I Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Allied, BFI has agreed to merge with Allied (the
"Merger");
WHEREAS, the Board of Directors of Allied, the Board of Directors of
BFI and the Shareholders of BFI have approved the Merger;
WHEREAS, upon consummation of the Merger, BFI will become a
wholly-owned subsidiary of the Company, a wholly-owned subsidiary of Allied;
<PAGE> 2
WHEREAS, upon consummation of the Merger, BFI and each of its
subsidiaries listed on Schedule A will become Restricted Subsidiaries as defined
in each Series Indenture and are required to guarantee the Securities in
accordance with the Indenture;
WHEREAS, subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted Subsidiaries listed on Schedule B, which are
required to guarantee the Securities in accordance with the terms of each Series
Indenture;
WHEREAS, each of the Restricted Subsidiaries listed on Schedule A and B
("the Guarantor") has duly authorized the execution and delivery of this Fourth
Supplemental Indenture to provide for the Guarantees;
WHEREAS, pursuant to additional resolutions of the Board adopted on
July 27, 1999, the Company and Allied have duly authorized the guarantee of the
Company's obligations by each of the Guarantors listed on Schedule A and
Schedule B hereto;
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or of Series thereof, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
All capitalized terms used herein without definition shall have the
meanings specified in the Indenture.
SECTION 102. Provisions of General Application.
All rules of construction and other provisions of general application
set forth in Article One of the Indenture are hereby incorporated herein by
reference.
SECTION 103. Effectiveness.
This Fourth Supplemental Indenture shall become effective upon the
effectiveness of the Merger without any further action by the parties hereto.
- 2 -
<PAGE> 3
ARTICLE TWO
GUARANTEE
SECTION 201. Senior Guarantee.
Each of Allied and the Subsidiary Guarantors hereby jointly and
severally unconditionally guarantees on a senior basis to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of,
premium, if any, and interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity or by acceleration, call for
redemption, purchase or otherwise, in accordance with the terms of such Security
and of this Indenture all in accordance with the terms and conditions of each
Series Indenture and shall be from the effective date hereof a Subsidiary
Guarantor within the meaning and for all purposes of the Series Indenture.
ARTICLE THREE
PARTICULAR REPRESENTATIONS AND COVENANTS
OF THE COMPANY AND THE GUARANTORS
SECTION 301. Authority of the Company.
The Company represents and warrants that it is duly authorized under
the laws of the State of Delaware and all other applicable laws to execute,
deliver and perform this Fourth Supplemental Indenture, and all corporate action
on its part required for the execution, delivery and performance of this Fourth
Supplemental Indenture by the Company has been duly and effectively taken.
SECTION 302. Authority of the Guarantors.
Each Guarantor represents and warrants that it is duly authorized under
the laws of the State of its incorporation/organization and all other applicable
laws to execute, deliver and perform this Fourth Supplemental Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Fourth Supplemental Indenture by such Guarantor has been
duly and effectively taken.
SECTION 303. Truth of Recitals and Statements of the Company.
The Company represents and warrants that the recitals of fact and
statements contained in this Fourth Supplemental Indenture with respect to it
are true and correct in all material respects, and that the recitals of fact and
statements contained in all certificates and other documents furnished by the
Company in connection herewith will be true and correct in all material
respects.
- 3 -
<PAGE> 4
SECTION 304. Truth of Recitals and Statements of the Guarantors.
Each Guarantor represents and warrants that the recitals of fact and
statements contained in this Fourth Supplemental Indenture with respect to it
are true and correct in all material respects, and that the recitals of fact and
statements contained in all certificates and other documents furnished by such
Guarantor in connection herewith will be true and correct in all material
respects.
ARTICLE FOUR
CONCERNING THE TRUSTEE
SECTION 401. Acceptance of Trusts.
The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in each Series Indenture
and in this Fourth Supplemental Indenture, to all of which the Company agrees
and the Holders of Securities at any time outstanding by their acceptance
thereof agree.
SECTION 402. No Responsibility of the Trustee for Recitals, etc.
The recitals and statements contained in this Fourth Supplemental
Indenture shall be taken as the recitals and statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Fourth
Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
Whenever in this Fourth Supplemental Indenture any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party; and all covenants, promises and agreements by or on
behalf of each Guarantor that are contained in this Fourth Supplemental
Indenture shall bind and inure to the benefit of each party hereto and their
respective successors and assigns.
SECTION 502. Relation to Indenture.
The provisions of this Fourth Supplemental Indenture shall become
effective immediately upon the execution and delivery hereof. This Fourth
Supplemental Indenture and all the terms and provisions herein contained shall
form a part of the
- 4 -
<PAGE> 5
Indenture as fully and with the same effect as if all such terms and provisions
had been set forth in each Series Indenture and each and every term and
condition contained in the Indenture shall apply to this Fourth Supplemental
Indenture with the same force and effect as if the same were in this Fourth
Supplemental Indenture set forth in full, with such omissions, variations and
modifications thereof as may be appropriate to make each such term and condition
conform to this Fourth Supplemental Indenture. The Indenture is hereby ratified
and confirmed and shall remain and continue in full force and effect in
accordance with the terms and provisions thereof, as supplemented and amended by
this Fourth Supplemental Indenture and the Indenture and this Fourth
Supplemental Indenture shall be read, taken and construed together as one
instrument.
SECTION 503. Counterparts.
This Fourth Supplemental Indenture may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
- 5 -
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
ALLIED WASTE NORTH AMERICA, INC.
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
ALLIED WASTE INDUSTRIES, INC.
for purposes of Article 2 and as Guarantor of
the Securities and as Guarantor of the
obligations of the Subsidiary Guarantors under
the Subsidiary Guarantees
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
Each of the Subsidiary Guarantors Listed on
Schedules A & B hereto, as Guarantor of the
Securities
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Richard H. Prokosh
Name: Richard H. Prokosh
Title: Assistant Vice President
- 6 -
<PAGE> 7
SCHEDULE A
ALLIED GUARANTORS
PARENT GUARANTOR
<TABLE>
<CAPTION>
NAME OF PARENT GUARANTOR STATE OF ORGANIZATION
- ------------------------------------------------------------ ---------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Allied Waste Industries, Inc. Delaware
</TABLE>
SUBSIDIARY GUARANTORS (ALLIED)
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- ---------------------------------------------------------------------------- ----------------------------------------
<S> <C>
Allied Enviro Engineering, Inc. Texas
Allied EnviroEngineering, Inc. Delaware
Allied Waste Alabama, Inc. Delaware
Allied Waste Hauling of Georgia, Inc. Georgia
Allied Waste Holdings (Canada) Ltd. Delaware
Allied Waste Industries (New Mexico), Inc. New Mexico
Allied Waste Industries (Southwest), Inc. Arizona
Allied Waste Industries of Georgia, Inc. Georgia
Allied Waste Industries of Illinois, Inc. Illinois
Allied Waste Industries of Northwest Indiana, Inc. Indiana
Allied Waste Industries of Tennessee, Inc. Tennessee
Allied Waste of New Jersey, Inc. New Jersey
Allied Waste Services, Inc. (TX corp.) Texas
Allied Waste Systems (Texas), Inc. Texas
American Materials Recycling Corp. New Jersey
Automated Modular Systems, Inc. New Jersey
City Garbage, Inc. Texas
Containerized, Inc. of Texas Texas
Douglas County Disposal, Inc. Colorado
EOS Environmental, Inc. Texas
Keller Canyon Landfill Company California
Mesa Disposal, Inc. Arizona
NationsWaste Catawba Regional Landfill, Inc. South Carolina
Pima Environmental Services, Inc. Arizona
Rabanco Connections International, Inc. Washington
Refuse Service, Inc. Missouri
Reliant Insurance Company Vermont
Sun Valley Environmental Services, Inc. Arizona
Super Services Waste Management, Inc. Arizona
Total Solid Waste Recyclers, Inc. New Jersey
Tri-State Refuse Corporation Arizona
Yavapai Environmental Services, Inc. Arizona
</TABLE>
- 7 -
<PAGE> 8
SCHEDULE B
BFI GUARANTORS
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- ---------------------------------------------------------------------------- ----------------------------------------
<S> <C>
Attwoods of North America, Inc. Delaware
BFI Atlantic, Inc. Delaware
BFI Energy Systems of Albany, Inc. Delaware
BFI Energy Systems of Boston, Inc. Massachusetts
BFI Energy Systems of Delaware County, Inc. Delaware
BFI Energy Systems of Essex County, Inc. New Jersey
BFI Energy Systems of Hempstead, Inc. Delaware
BFI Energy Systems of Niagara II, Inc. Delaware
BFI Energy Systems of Niagara, Inc. Delaware
BFI Energy Systems of Plymouth, Inc. Delaware
BFI Energy Systems of SEMASS, Inc. Delaware
BFI Energy Systems of Southeastern Connecticut, Inc. Delaware
BFI International, Inc. Delaware
BFI Medical Waste Systems of Washington, Inc. Delaware
BFI Medical Waste, Inc. Delaware
BFI Properties, Inc. Texas
BFI Services Group, Inc. California
BFI Trans River (GP), Inc. Delaware
BFI Trans River (LP), Inc. Delaware
BFI Transfer Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of North America, Inc. Delaware
Browning-Ferris Financial Services, Inc. Delaware
Browning-Ferris Gas Services, Inc. Delaware
Browning-Ferris Industries Asia Pacific, Inc. Delaware
Browning-Ferris Industries Chemical Services, Inc. Nevada
Browning-Ferris Industries Europe, Inc. Delaware
Browning-Ferris Industries of California, Inc. California
Browning-Ferris Industries of Connecticut, Inc. Delaware
Browning-Ferris Industries of Florida, Inc. Delaware
Browning-Ferris Industries of Hawaii, Inc. Delaware
Browning-Ferris Industries of Illinois, Inc. Delaware
Browning-Ferris Industries of New Jersey, Inc. New Jersey
Browning-Ferris Industries of New York, Inc. New York
Browning-Ferris Industries of Ohio, Inc. Delaware
Browning-Ferris Industries of Tennessee, Inc. Tennessee
Browning-Ferris Industries, Inc. Delaware
Browning-Ferris Industries, Inc. Massachusetts
Browning-Ferris Services, Inc. Delaware
</TABLE>
- 8 -
<PAGE> 9
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- ---------------------------------------------------------------------------- ----------------------------------------
<S> <C>
Browning-Ferris, Inc. Maryland
CECOS International, Inc. New York
Global Indemnity Assurance Company Vermont
International Disposal Corp. of California California
Lake Norman Landfill, Inc. North Carolina
Maui Disposal Co., Inc. Hawaii
New Morgan Landfill Company, Inc. Pennsylvania
Newco Waste Systems of New Jersey, Inc. New Jersey
Risk Services, Inc. Delaware
VHG, Inc. Minnesota
Warner Hill Development Company Ohio
Woodlake Sanitary Service, Inc. Minnesota
</TABLE>
- 9 -
<PAGE> 1
EXHIBIT 4.5
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of December 29, 1999 (this
"Fifth Supplemental Indenture") among ALLIED WASTE NORTH AMERICA, INC., a
Delaware corporation (the "Company"), having its principal place of business at
15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, and each
of the Guarantors signatory hereto and U.S. Bank Trust National Association, as
Trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee executed and delivered an
Indenture dated as of December 23, 1998 (the "Indenture"), to provide for the
issuance by the Company from time to time of debt securities evidencing its
unsecured indebtedness (the "Securities");
WHEREAS, pursuant to resolutions adopted by the Board of Directors of
the Company, the Company has authorized the issuance of (i) $300,000,000 of its
7 3/8% Senior Notes due 2004 (the "Five-Year Notes") pursuant to a First
Supplemental Indenture dated as of December 23, 1998 of which $225,000,000 in
principal amount are outstanding on the date hereof, (ii) $600,000,000 of its
7 5/8% Senior Notes due 2006 (the "Seven-Year Notes") pursuant to a Second
Supplemental Indenture dated as of December 23, 1998 of which $600,000,000 in
principal amount are outstanding on the date hereof and (iii) $875,000,000 of
its 7 7/8% Senior Notes due 2009 (the "Ten-Year Notes" and, together with the
Five-Year Notes and the Seven-Year Notes, the "Securities") pursuant to a Third
Supplemental Indenture dated as of December 23, 1998 of which $875,000,000 in
principal amount are outstanding on the date hereof (the Indenture and related
Supplemental Indenture for the applicable series of Notes, the "Indenture
Series");
WHEREAS, subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted Subsidiaries listed on Schedule A, which are
required to guarantee the Securities in accordance with the terms of each Series
Indenture;
WHEREAS, pursuant to additional resolutions of the Board adopted, the
Company and Allied have duly authorized the guarantee of the Company's
obligations by each of the Guarantors listed on Schedule A hereto;
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or of Series thereof, as follows:
- 1 -
<PAGE> 2
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
All capitalized terms used herein without definition shall have the
meanings specified in the Indenture or the Supplemental Indenture, as
applicable.
SECTION 102. Provisions of General Application.
All rules of construction and other provisions of general application
set forth in Article One of the Indenture are hereby incorporated herein by
reference.
SECTION 103. Effectiveness.
This Fifth Supplemental Indenture shall become effective upon the date
hereof.
ARTICLE TWO
GUARANTEE
SECTION 201. Senior Guarantee.
Each of Allied and the Subsidiary Guarantors hereby jointly and
severally unconditionally guarantees on a senior basis to each Holder of a
Security authenticated and delivered by the Trustee, and to the Trustee on
behalf of such Holder, the due and punctual payment of the principal of,
premium, if any, and interest on such Security when and as the same shall become
due and payable, whether at the Stated Maturity or by acceleration, call for
redemption, purchase or otherwise, in accordance with the terms of such Security
and of this Indenture all in accordance with the terms and conditions of each
Series Indenture and shall be from the effective date hereof a Subsidiary
Guarantor within the meaning and for all purposes of the Series Indenture.
ARTICLE THREE
PARTICULAR REPRESENTATIONS AND COVENANTS
OF THE COMPANY AND THE GUARANTORS
SECTION 301. Authority of the Company.
The Company represents and warrants that it is duly authorized under
the laws of the State of Delaware and all other applicable laws to execute,
deliver and perform this
- 2 -
<PAGE> 3
Fifth Supplemental Indenture, and all corporate action on its part required for
the execution, delivery and performance of this Fifth Supplemental Indenture by
the Company has been duly and effectively taken.
SECTION 302. Authority of the Guarantors.
Each Guarantor represents and warrants that it is duly authorized under
the laws of the State of its incorporation/organization and all other applicable
laws to execute, deliver and perform this Fifth Supplemental Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Fifth Supplemental Indenture by such Guarantor has been duly
and effectively taken.
SECTION 303. Truth of Recitals and Statements of the Company.
The Company represents and warrants that the recitals of fact and
statements contained in this Fifth Supplemental Indenture with respect to it are
true and correct in all material respects, and that the recitals of fact and
statements contained in all certificates and other documents furnished by the
Company in connection herewith will be true and correct in all material
respects.
SECTION 304. Truth of Recitals and Statements of the Guarantors.
Each Guarantor represents and warrants that the recitals of fact and
statements contained in this Fifth Supplemental Indenture with respect to it are
true and correct in all material respects, and that the recitals of fact and
statements contained in all certificates and other documents furnished by such
Guarantor in connection herewith will be true and correct in all material
respects.
ARTICLE FOUR
CONCERNING THE TRUSTEE
SECTION 401. Acceptance of Trusts.
The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in each Series Indenture
and in this Fifth Supplemental Indenture, to all of which the Company agrees and
the Holders of Securities at any time outstanding by their acceptance thereof
agree.
SECTION 402. No Responsibility of the Trustee for Recitals, etc.
The recitals and statements contained in this Fifth Supplemental
Indenture shall be taken as the recitals and statements of the Company, and the
Trustee assumes no
- 3 -
<PAGE> 4
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Fifth Supplemental
Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
Whenever in this Fifth Supplemental Indenture any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
assigns of such party; and all covenants, promises and agreements by or on
behalf of each Guarantor that are contained in this Fifth Supplemental Indenture
shall bind and inure to the benefit of each party hereto and their respective
successors and assigns.
SECTION 502. Relation to Indenture.
The provisions of this Fifth Supplemental Indenture shall become
effective immediately upon the execution and delivery hereof. This Fifth
Supplemental Indenture and all the terms and provisions herein contained shall
form a part of the Indenture as fully and with the same effect as if all such
terms and provisions had been set forth in each Series Indenture and each and
every term and condition contained in the Indenture shall apply to this Fifth
Supplemental Indenture with the same force and effect as if the same were in
this Fifth Supplemental Indenture set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make each such
term and condition conform to this Fifth Supplemental Indenture. The Indenture
is hereby ratified and confirmed and shall remain and continue in full force and
effect in accordance with the terms and provisions thereof, as supplemented and
amended by this Fifth Supplemental Indenture and the Indenture and this Fifth
Supplemental Indenture shall be read, taken and construed together as one
instrument.
SECTION 503. Counterparts.
This Fifth Supplemental Indenture may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
ALLIED WASTE NORTH AMERICA, INC.
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
ALLIED WASTE INDUSTRIES, INC.
for purposes of Article 2 and as Guarantor of
the Securities and as Guarantor of the
obligations of the Subsidiary Guarantors under
the Subsidiary Guarantees
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
Each of the Subsidiary Guarantors Listed on
Schedule A hereto, as Guarantors of the
Securities
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Richard H. Prokosh
Name: Richard H. Prokosh
Title: Assistant Vice President
- 5 -
<PAGE> 6
SCHEDULE A
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- ---------------------------- ---------------------
<S> <C>
Allied Waste Sycamore Landfill, LLC Delaware
Beattie's Rubbish Disposal, Inc. Massachusetts
BFI Ref-Fuel, Inc. Delaware
Blue Ridge Landfill General Partnership Kentucky
Browning-Ferris Industries of Milwaukee, Inc Wisconsin
Brundidge Landfill, LLC Delaware
Chilton Landfill, LLC Delaware
Cocopah Landfill, Inc. Delaware
Copper Mountain Landfill, Inc. Delaware
Courtney Ridge Landfill, LLC Delaware
Defeo Enterprises, Inc. Connecticut
Draw Enterprises Real Estate, L.P. Illinois
F.P. McNamara Rubbish Removal, Inc. Massachusetts
Forest View Landfill, LLC Delaware
Giordano Recycling Corp. New Jersey
Green Valley Landfill General Partnership Kentucky
Houston Towers TX, LP Delaware
Imperial Landfill, Inc. California
Metro Enviro Transfer, LLC Delaware
Moorhead Landfill General Partnership Kentucky
New York Waste Services, Inc. New York
Northwest Waste Industries, Inc. Washington
Piedmont Trash Services, Inc. Virginia
PM Recycling, Inc. Connecticut
Rabanco Companies Washingtion
Regional Disposal Company Washington
Recycle Seattle II Washington
Royal Oaks Landfill TX, LP Delaware
Saline County Landfill, Inc. Illinois
Sangamon Valley Landfill Inc. Delaware
Seattle Disposal Company Inc. Washington
Taylor Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
U.S. Disposal II Washington
</TABLE>
- 6 -
<PAGE> 1
EXHIBIT 4.6
SECOND SUPPLEMENTAL SUBORDINATED INDENTURE
SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of December 29,
1999 (this "Second Supplemental Subordinated Indenture") among ALLIED WASTE
NORTH AMERICA, INC., a Delaware corporation (the "Company"), having its
principal place of business at 15880 North Greenway-Hayden Loop, Suite 100,
Scottsdale, Arizona 85260, and each of the Guarantors signatory hereto and U.S.
Bank Trust National Association, as Trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee executed and delivered a
Subordinated Indenture dated as of July 30, 1999 (the "Base Indenture"), to
provide for the issuance by the Company from time to time of debt securities
evidencing its unsecured indebtedness (the "Securities");
WHEREAS, the Company, the Guarantors and the Trustee executed and
delivered a Supplemental Indenture, dated as of July 30, 1999 (the "Supplemental
Indenture") to establish the terms of the Notes (as defined below) in accordance
with Section 3.1 of the Base Indenture and to establish the form of the Notes in
accordance with Section 2.1 of the Base Indenture (the Base Indenture and the
Supplemental Indenture for the notes is herein referred to as the Indenture);
WHEREAS, pursuant to resolutions adopted by the Board of Directors of
the Company, the Company has authorized the issuance of $2,000,000,000 of its 10
% Senior Subordinated Notes Due 2009 (the "Notes") pursuant to a Supplemental
Indenture dated as of July 30, 1999;
WHEREAS, subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted Subsidiaries listed on Schedule A, which are
required to guarantee the Securities in accordance with the terms of the
Indenture;
WHEREAS, pursuant to additional resolutions of the Board adopted, the
Company and Allied have duly authorized the guarantee of the Company's
obligations by each of the Guarantors listed on Schedule A hereto;
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:
<PAGE> 2
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions.
All capitalized terms used herein without definition shall have the
meanings specified in the Base Indenture or the Supplemental Indenture, as
applicable.
SECTION 102. Provisions of General Application.
All rules of construction and other provisions of general application
set forth in Article One of the Base Indenture are hereby incorporated herein by
reference.
SECTION 103. Effectiveness.
This Second Supplemental Subordinated Indenture shall become effective
upon the date hereof.
ARTICLE TWO
GUARANTEE
SECTION 201. Senior Subordinated Guarantee.
Each of Allied and the Subsidiary Guarantors hereby jointly and
severally unconditionally guarantees on a senior subordinated basis to each
Holder of a Security authenticated and delivered by the Trustee, and to the
Trustee on behalf of such Holder, the due and punctual payment of the principal
of, premium, if any, and interest on such Security when and as the same shall
become due and payable, whether at the Stated Maturity or by acceleration, call
for redemption, purchase or otherwise, in accordance with the terms of such
Security and of this Second Supplemental Subordinated Indenture all in
accordance with the terms and conditions of the Indenture and shall be from the
effective date hereof a Subsidiary Guarantor within the meaning and for all
purposes of the Base Indenture.
- 2 -
<PAGE> 3
ARTICLE THREE
PARTICULAR REPRESENTATIONS AND COVENANTS
OF THE COMPANY AND THE GUARANTORS
SECTION 301. Authority of the Company.
The Company represents and warrants that it is duly authorized under
the laws of the State of Delaware and all other applicable laws to execute,
deliver and perform this Second Supplemental Subordinated Indenture, and all
corporate action on its part required for the execution, delivery and
performance of this Second Supplemental Subordinated Indenture by the Company
has been duly and effectively taken.
SECTION 302. Authority of the Guarantors.
Each Guarantor represents and warrants that it is duly authorized under
the laws of the State of its incorporation/organization and all other applicable
laws to execute, deliver and perform this Second Supplemental Subordinated
Indenture, and all corporate action on its part required for the execution,
delivery and performance of this Second Supplemental Subordinated Indenture by
such Guarantor has been duly and effectively taken.
SECTION 303. Truth of Recitals and Statements of the Company.
The Company represents and warrants that the recitals of fact and
statements contained in this Second Supplemental Subordinated Indenture with
respect to it are true and correct in all material respects, and that the
recitals of fact and statements contained in all certificates and other
documents furnished by the Company in connection herewith will be true and
correct in all material respects.
SECTION 304. Truth of Recitals and Statements of the Guarantors.
Each Guarantor represents and warrants that the recitals of fact and
statements contained in this Second Supplemental Subordinated Indenture with
respect to it are true and correct in all material respects, and that the
recitals of fact and statements contained in all certificates and other
documents furnished by such Guarantor in connection herewith will be true and
correct in all material respects.
ARTICLE FOUR
CONCERNING THE TRUSTEE
SECTION 401. Acceptance of Trusts.
The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions set forth in the Indenture and in
this Second Supplemental Subordinated Indenture, to all of which the Company
agrees and the Holders of Securities at any time outstanding by their acceptance
thereof agree.
- 3 -
<PAGE> 4
SECTION 402. No Responsibility of the Trustee for Recitals, etc.
The recitals and statements contained in this Second Supplemental
Subordinated Indenture shall be taken as the recitals and statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of
this Second Supplemental Subordinated Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 501. Binding Agreement; Assignments.
Whenever in this Second Supplemental Subordinated Indenture any of the
parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of each Guarantor that are contained in this Second Supplemental
Subordinated Indenture shall bind and inure to the benefit of each party hereto
and their respective successors and assigns.
SECTION 502. Relation to Base Indenture.
The provisions of this Second Supplemental Subordinated Indenture shall
become effective immediately upon the execution and delivery hereof. This Second
Supplemental Subordinated Indenture and all the terms and provisions herein
contained shall form a part of the Base Indenture as fully and with the same
effect as if all such terms and provisions had been set forth in the Indenture
and each and every term and condition contained in the Indenture shall apply to
this Second Supplemental Subordinated Indenture with the same force and effect
as if the same were in this Second Supplemental Subordinated Base Indenture set
forth in full, with such omissions, variations and modifications thereof as may
be appropriate to make each such term and condition conform to this Second
Supplemental Subordinated Indenture. The Base Indenture is hereby ratified and
confirmed and shall remain and continue in full force and effect in accordance
with the terms and provisions thereof, as supplemented and amended by this
Second Supplemental Subordinated Indenture and the Base Indenture and this
Second Supplemental Subordinated Indenture shall be read, taken and construed
together as one instrument.
- 4 -
<PAGE> 5
SECTION 503. Counterparts.
This Second Supplemental Subordinated Indenture may be executed in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
- 5 -
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Subordinated Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.
ALLIED WASTE NORTH AMERICA, INC.
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
ALLIED WASTE INDUSTRIES, INC.
for purposes of Article 2 and as Guarantor of
the Securities and as Guarantor of the
obligations of the Subsidiary Guarantors under
the Subsidiary Guarantees
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
Each of the Subsidiary Guarantors Listed on
Schedule A hereto, as Guarantors of the
Securities
By: /s/ G. Thomas Rochford, Jr.
Name: G. Thomas Rochford, Jr.
Title: Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Richard H. Prokosh
Name: Richard H. Prokosh
Title: Assistant Vice President
- 6 -
<PAGE> 7
SCHEDULE A
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- ---------------------------- ---------------------
<S> <C>
Allied Waste Sycamore Landfill, LLC Delaware
Beattie's Rubbish Disposal, Inc. Massachusetts
BFI Ref-Fuel, Inc. Delaware
Blue Ridge Landfill General Partnership Kentucky
Browning-Ferris Industries of Milwaukee, Inc Wisconsin
Brundidge Landfill, LLC Delaware
Chilton Landfill, LLC Delaware
Cocopah Landfill, Inc. Delaware
Copper Mountain Landfill, Inc. Delaware
Courtney Ridge Landfill, LLC Delaware
Defeo Enterprises, Inc. Connecticut
Draw Enterprises Real Estate, L.P. Illinois
F.P. McNamara Rubbish Removal, Inc. Massachusetts
Forest View Landfill, LLC Delaware
Giordano Recycling Corp. New Jersey
Green Valley Landfill General Partnership Kentucky
Houston Towers TX, LP Delaware
Imperial Landfill, Inc. California
Metro Enviro Transfer, LLC Delaware
Moorhead Landfill General Partnership Kentucky
New York Waste Services, Inc. New York
Northwest Waste Industries, Inc. Washington
Piedmont Trash Services, Inc. Virginia
PM Recycling, Inc. Connecticut
Rabanco Companies Washingtion
Regional Disposal Company Washington
Recycle Seattle II Washington
Royal Oaks Landfill TX, LP Delaware
Saline County Landfill, Inc. Illinois
Sangamon Valley Landfill Inc. Delaware
Seattle Disposal Company Inc. Washington
Taylor Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
U.S. Disposal II Washington
</TABLE>
- 7 -
<PAGE> 1
Exhibit 5.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]
212-859-8000
(FAX: 212-859-4000)
December 29, 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 $2,000,000,000 in
principal amount of the Company's 10 % Series B Senior Subordinated Notes due
2009 (the "New Notes"), for a like principal amount of the Company's issued and
outstanding 10 % Series A Senior Subordinated Notes due 2009 (the "Old Notes")
pursuant to the Indenture, dated July 30, 1999, as supplemented by the Series
Supplement Indenture, dated July 30, 1999, (the "Indenture"), between the
Company and U.S. Bank Trust National Association (the "Trustee"). Pursuant to
the Indenture, the Old Notes are, and the New Notes will be, unconditionally
guaranteed, jointly and severally, on a senior subordinated 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 Senior Guarantees are unconditionally guaranteed on a
senior subordinated 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
<PAGE> 2
December 29, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
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. Additionally, we have
assumed that the Guarantees have been issued for fair consideration.
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 Notes have been executed by the Company and
duly authenticated by the Trustee and delivered in exchange for the Old
Notes in accordance with the terms of the Indenture, the New 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
2
<PAGE> 3
December 29, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
the New Notes, the New Notes have been duly executed and authenticated
and delivered in exchange for the Old 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 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 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
3
<PAGE> 4
December 29, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
"Waiver") by the Company under any of the New 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 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 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.
4
<PAGE> 5
December 29, 1999
Allied Waste Industries, Inc.
Allied Waste North America, Inc.
Subsidiary Guarantors Listed on Schedule A hereto
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
/s/ Peter Golden
By:_________________________________________
Peter Golden
5
<PAGE> 6
SCHEDULE A
Guarantors
Parent Guarantor
<TABLE>
<CAPTION>
NAME OF PARENT GUARANTOR STATE OF ORGANIZATION
- -----------------------------------------------------------------------------------
<S> <C>
Allied Waste Industries, Inc. Delaware
</TABLE>
Subsidiary Guarantors
<TABLE>
<CAPTION>
NAME OF SUBSIDIARY GUARANTOR STATE OF ORGANIZATION
- ---------------------------------------------------------------------------------------------------
<S> <C>
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 Enviro Engineering, Inc. (TX corp.) Texas
Allied Enviroengineering, Inc. (DE corp.) Delaware
Allied Gas Recovery Systems, L.L.C. Delaware
Allied Nova Scotia, Inc. Delaware
Allied Services, LLC Delaware
Allied Waste Alabama, Inc. Delaware
Allied Waste Company, Inc. Delaware
Allied Waste Hauling of Georgia, Inc. Georgia
Allied Waste Holdings (Canada) Ltd. Delaware
Allied Waste Industries (Arizona), Inc. Arizona
Allied Waste Industries (New Mexico), Inc. New Mexico
Allied Waste Industries of Georgia, Inc. Georgia
Allied Waste Industries of Illinois, Inc. Illinois
Allied Waste Industries of Northwest Indiana, Inc. Indiana
Allied Waste Industries of Tennessee, Inc. Tennessee
Allied Waste Industries (Southwest), Inc. Arizona
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, Inc. New Jersey
Allied Waste of New Jersey, LLC Delaware
Allied Waste Rural Sanitation, Inc. Delaware
Allied Waste Services, Inc. (TX corp.) Texas
</TABLE>
A-1
<PAGE> 7
<TABLE>
<S> <C>
Allied Waste Services, Inc. (MA corp.) Massachusetts
Allied Waste Sycamore Landfill, LLC Delaware
Allied Waste Systems Holdings, Inc. Delaware
Allied Waste Systems, Inc. (DE corp.) Delaware
Allied Waste Systems, Inc. (Ohio corp.) Ohio
Allied Waste Systems (Texas) Inc. Texas
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
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 Materials Recycling Corp. New Jersey
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
Attwoods of North America, Inc. Delaware
Automated Modular Systems, Inc. New Jersey
Autoshred, Inc. Missouri
AWIN Leasing Company, Inc. Delaware
AWIN Management, Inc. Delaware
B & L Waste Handling, Inc. Rhode Island
Beattie's Rubbish Disposal, Inc. Massachusetts
Belleville Landfill, Inc. Missouri
BFI Atlantic, Inc. Delaware
BFI Energy Systems of Albany, Inc. Delaware
BFI Energy Systems of Boston, Inc. Massachusetts
BFI Energy Systems of Delaware County, Inc. Delaware
BFI Energy Systems of Essex County, Inc. New Jersey
BFI Energy Systems of Hempstead, Inc. Delaware
BFI Energy Systems of Niagra, Inc. Delaware
BFI Energy Systems of Niagra II, Inc. Delaware
BFI Energy Systems of Plymouth, Inc. Delaware
BFI Energy Systems of SEMASS, Inc. Delaware
BFI Energy Systems of Southeastern Connecticut, Inc. Delaware
BFI International, Inc. Delaware
BFI Properties, Inc. Texas
BFI Ref-Fuel, Inc. Delaware
BFI Services Group, Inc. California
BFI Transfer Systems of New Jersey, Inc. New Jersey
BFI Trans River (GP), Inc. Delaware
</TABLE>
A-2
<PAGE> 8
<TABLE>
<S> <C>
BFI Trans River (LP), Inc. Delaware
BFI Waste Systems of New Jersey, Inc. New Jersey
BFI Waste Systems of North America, Inc. Delaware
Blue Ridge Landfill General Partnership Kentucky
Borrego Landfill, Inc. California
Bowers Phase II, Inc. Ohio
Brickyard Disposal & Recycling, Inc. Illinois
Bridgeton Landfill, LLC Delaware
Browning-Ferris Financial Services, Inc. Delaware
Browning-Ferris, Inc. Maryland
Browning-Ferris Industries Asia Pacific, Inc. Delaware
Browning-Ferris Industries Chemical Services, Inc. Nevada
Browning-Ferris Industries Europe, Inc. Delaware
Browning-Ferris Industries, Inc. (DE Corp.) Delaware
Browning-Ferris Industries, Inc. (MA Corp.) Massachusetts
Browning-Ferris Industries of California, Inc. California
Browning-Ferris Industries of Florida, Inc. Delaware
Browning-Ferris Industries of Hawaii, Inc. Delaware
Browning-Ferris Industries of Illinois, Inc. Delaware
Browning-Ferris Industries of Milwaukee, Inc. Wisconsin
Browning-Ferris Industries of New Jersey, Inc. New Jersey
Browning-Ferris Industries of New York, Inc. New York
Browning-Ferris Industries of Ohio, Inc. Delaware
Browning-Ferris Industries of Tennessee, Inc. Tennessee
Browning-Ferris Services, Inc. Delaware
Brundidge Landfill, LLC Delaware
Brunswick Waste Management Facility, LLC Delaware
Butler County Landfill, LLC Delaware
Camelot Landfill TX, LP Delaware
CCAI, Inc. Washington
CC Landfill, Inc. Delaware
CDF Consolidated Corporation Illinois
CECOS International, Inc. New York
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
Chilton Landfill, LLC Delaware
Citizens Disposal, Inc. Michigan
City Garbage, Inc. Texas
City-Star Services, Inc. Michigan
Clarkston Disposal, Inc. Michigan
Clinton Disposal Co. Iowa
</TABLE>
A-3
<PAGE> 9
<TABLE>
<S> <C>
Cocopah Landfill, Inc. Delaware
Community Refuse Disposal, Inc. Nebraska
Consolidated Processing, Inc. Illinois
Containerized, Inc. of Texas Texas
Copper Mountain Landfill, Inc. Delaware
County Disposal, Inc. Delaware
County Disposal (Ohio), Inc. Delaware
County Landfill, Inc. Delaware
County Line Landfill Partnership Indiana
Courtney Ridge Landfill, LLC Delaware
Cousins Carting Corp. New York
Crow Landfill TX, L.P. Delaware
D & D Garage Services, Inc. Illinois
D & L Disposal, L.L.C. Delaware
DeFeo Enterprises, Inc. Connecticut
Delta Container Corporation California
Delta Paper Stock Co. California
Dinverno, Inc. Michigan
Dinverno Recycling, Inc. Michigan
Douglas County Disposal, Inc. Colorado
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, 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 (DE) Delaware
Environmental Reclamation Company Illinois
Environtech, Inc. Delaware
Enviro Recycling Corp. New York
Envotech-Illinois, L.L.C. Delaware
EOS Environmental, Inc. Texas
Evergreen Scavenger Service, Inc. Delaware
Evergreen Scavenger Service, L.L.C. Delaware
F.P. McNamara Rubbish Removal, Inc. Massachusetts
Forest View Landfill, LLC Delaware
Fort Worth Landfill TX, LP Delaware
Forward, Inc. California
Fred Barbara Trucking Co., Inc. Illinois
</TABLE>
A-4
<PAGE> 10
<TABLE>
<S> <C>
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
Giordano Recycling Corp. New Jersey
Golden Eagle Disposals, Inc. New York
Golden Waste Disposal, Inc. Georgia
Great Lakes Disposal Services, Inc. Delaware
Great Midwestern Recovery Systems, Inc. Illinois
Great Plains Landfill OK, LLC Delaware
Green Valley Landfill General Partnership Kentucky
Harland's Sanitary Landfill, Inc. Michigan
Hawkeye Disposal Services, Inc. Iowa
Houston Towers TX, LP Delaware
Illiana Disposal Partnership Indiana
Illinois Bulk Handlers, Inc. Illinois
Illinois Landfill, Inc. Illinois
Illinois Recycling Services, Inc. Illinois
Imperial Landfill, Inc. California
Independent Trucking Company California
Indiana Recycling Services, Incorporated Indiana
Industrial Services of Illinois, Inc. Illinois
Ingrum Waste Disposal, Inc. Illinois
International Disposal Corp. of California California
Jefferson City Landfill, LLC Delaware
Joe Di Rese & Sons, Inc. New Jersey
Keller Canyon Landfill Company California
Key Waste Indiana Partnership Indiana
Lake Norman Landfill, Inc. North Carolina
Lake Shore Distributions, Inc. Illinois
Lathrop Sunrise Sanitation Corporation California
Lee County Landfill, Inc. Illinois
Lee County Landfill SC, LLC Delaware
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
Mars Road TX, LP Delaware
Maui Disposal Co., Inc. Hawaii
MCM Sanitation, Inc. New York
</TABLE>
A-5
<PAGE> 11
<TABLE>
<S> <C>
Medical Disposal Services, Inc. Illinois
Mesa Disposal, Inc. Arizona
Mesquite Landfill TX, LP Delaware
Metro Enviro Transfer, LLC Delaware
Metropolitan Disposal, Inc. Massachusetts
Mississippi Waste Paper Company Mississippi
MJS Associates, Inc. Washington
Monarch Disposal, Inc. Illinois
Moorhead Landfill General Partnership Kentucky
NationsWaste Catawba Regional Landfill, Inc. South Carolina
NationsWaste, Inc. Delaware
Newco Waste Systems of New Jersey, Inc. New Jersey
New Morgan Landfill Company, Inc. Pennsylvania
Newton County Landfill Partnership Indiana
New York Waste Services, Inc. New York
Nimishillen Industrial Park, Inc. Ohio
Northeast Landfill, LLC Delaware
Northeast Sanitary Landfill, Inc. South Carolina
Northwest Recycling, Inc. Illinois
Northwest Waste Industries, Inc. Washington
Oakland Heights Development, Inc. Michigan
Oklahoma City Landfill, LLC Oklahoma
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
Piedmont Trash Services, Inc. Virginia
Pima Environmental Services, Inc. Arizona
Pinal County Landfill Corporation Arizona
Pinecrest Landfill OK, LLC Delaware
Pinehill Farms TX, LP Delaware
Pittsburg County Landfill, Inc. Oklahoma
Pleasant Oaks Landfill TX, LP Delaware
PM Recycling, Inc. Connecticut
Price & Sons Recycling Company Georgia
R. 18, Inc. Illinois
R.C. Miller Enterprises, Inc. Ohio
R.C. Miller Refuse Service, Inc. Ohio
Rabanco, Ltd. Washington
Rabanco Companies Washington
Rabanco Connections International, Inc. Washington
Rabanco Intermodal/B.C., Inc. Washington
</TABLE>
A-6
<PAGE> 12
<TABLE>
<S> <C>
Rabanco Recycling, Inc. Washington
Rabanco Regional Landfill Company Washington
Ramona Landfill, Inc. California
RCS, Inc. Illinois
Recycle Seattle II Washington
Recycling Associates, Inc. New York
Refuse Service, Inc. Missouri
Regional Disposal Company Washington
Reliable Rubbish Disposal, Inc. Massachusetts
Resource Recovery, Inc. Kansas
Ridgeline Trucking, Inc. Illinois
Risk Services, Inc. Delaware
Ross Bros. Waste & Recycling Co. Ohio
Roxana Landfill, Inc. Illinois
Royal Holdings, Inc. Michigan
Royal Oaks Landfill TX, LP Delaware
Rural Sanitation Service, Inc. of North Carolina South Carolina
S & L, Inc. Washington
S & S Environmental, Inc. Michigan
S & S Recycling, Inc. Georgia
Saline County Landfill, Inc. Illinois
Sangamon Valley Landfill, Inc. Delaware
Sanitary Disposal Service, Inc. Michigan
Sanitran, Inc. New York
San Marcos NCRRF, Inc. California
Saugus Disposal, Inc. Massachusetts
Sauk Trail Development, Inc. Michigan
Seattle Disposal Company, Inc. Washington
Selas Enterprises Ltd. New York
Show-Me Landfill, LLC Delaware
Shred-All Recycling Systems, 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 Environmental Services, Inc. Michigan
Standard Waste, Inc. Delaware
Stark Recycling Center, Inc. Ohio
Streator Area Landfill, Inc. Illinois
Suburban Transfer, Inc. Illinois
Suburban Warehouse, Inc. Illinois
Sunrise Sanitation Service, Inc. California
Sunset Disposal, Inc. Kansas
Sunset Disposal Service, Inc. California
Sun Valley Environmental Services, Inc. Arizona
Super Services Waste Management, Inc. Arizona
</TABLE>
A-7
<PAGE> 13
<TABLE>
<S> <C>
Sycamore Landfill, Inc. California
T & G Container, Inc. Indiana
Tate's Transfer Systems, Inc. Missouri
Taylor Ridge Landfill, Inc. Delaware
Tennessee Union County Landfill, Inc. Delaware
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
U.S. Disposal II Washington
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
VHG, Inc. Minnesota
Vining Disposal Service, Inc. Massachusetts
Vinnie Monte's Waste Systems, Inc. New York
Warner Hill Development Company Ohio
Waste Associates, Inc. Washington
Wastehaul, Inc. Indiana
Waste Reclaiming Service, Inc. Illinois
Wayne County Landfill IL, Inc. Delaware
Williams County Landfill, Inc. Ohio
WJR Environmental, Inc. Washington
Woodlake Sanitary Service, Inc. Minnesota
World Sanitation Corporation New York
Yavapai Environmental Services, Inc. Arizona
</TABLE>
A-8
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Allied Waste Industries, Inc. Registration Statement on Form
S-4 (File No. 333-91539) of our report dated December 3, 1998 included in
Browning-Ferris Industries, Inc.'s Form 10-K/A for the year ended September 30,
1998, and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Houston, Texas,
December 29, 1999
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Allied Waste Industries, Inc. Registration Statement on Form
S-4 (File No. 333-91539) of our report dated March 3, 1999 included in
Allied Waste Industries, Inc.'s Form 10-K/A for the year ended December 31,
1998, and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Phoenix, Arizona
December 29, 1999
<PAGE> 1
EXHIBIT 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JANUARY 28, 2000 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY ALLIED WASTE NORTH AMERICA, INC.
ALLIED WASTE NORTH AMERICA, INC.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
ALL OUTSTANDING 10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
THE EXCHANGE OFFER WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 28, 2000, 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: (800) 934-6802
</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
December 30, 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 10% Series B Senior Subordinated Notes due 2009 (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 10% Series A
Senior Subordinated Notes due 2009 (the "Old Notes"). The term "Expiration Date"
shall mean 5:00 p.m., New York City time, on January 28, 2000, 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 Notes nor the Exchange Notes
will be entitled to the contingent increase in interest rate provided pursuant
to the Indenture and the Old Notes. Following the consummation of the Exchange
Offer, holders of Old Notes and Exchange Notes will not have any further
registration rights, and the Old 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.
1
<PAGE> 2
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
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 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.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES TENDERED HEREWITH
- -------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF AGGREGATE PRINCIPAL
REGISTERED HOLDER(S) CERTIFICATE AMOUNT REPRESENTED PRINCIPAL AMOUNT
(PLEASE FILL IN) NUMBER(S)* BY OLD NOTES TENDERED**
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
TOTAL
- -------------------------------------------------------------------------------------------------------------------------
* 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 Notes. All tenders must be in integral multiples of $1,000. See Instruction 2.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
This Letter of Transmittal is to be used (i) if certificates of Old Notes
are to be forwarded herewith, (ii) if delivery of Old 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 Notes" in the Prospectus or (iii)
tender of the Old Notes is to be made according to the guaranteed delivery
procedures described in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." Holders who tender their Old Notes
using the DTC Automated Tender Offer Program ("ATOP") procedure need not submit
a Letter of Transmittal. 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 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 Notes must complete
this letter in its entirety.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date may tender their Old 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 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:
2
<PAGE> 3
DTC: Account Number:
Transaction Code Number:
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
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:
3
<PAGE> 4
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 Notes. Subject to, and effective upon, the acceptance for exchange of the
Old 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 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 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 Notes and to acquire Exchange Notes issuable upon the exchange
of such tendered Old Notes, and that, when the same are accepted for exchange,
the Company will acquire good and unencumbered title to the tendered Old 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 Notes or to transfer ownership of such
Old 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 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 Notes for
Exchange; Delivery of New 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 Notes tendered hereby and, in such event, the Old
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 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 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 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 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 security holder 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 Notes, it represents that the Old
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
4
<PAGE> 5
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 Notes or transfer ownership of such Old Notes on the account books
maintained by a book-entry transfer facility. The undersigned further agrees
that acceptance of any tendered Old 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 Company shall have no further obligations or liabilities thereunder for the
registration of the Old 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 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 Notes and any Old 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 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).
- ---------------
(1) Registration Rights Agreement, dated as of July 30, 1999, by and among the
Company, the Guarantors and the initial purchasers, relating to the
$2,000,000,000 10% Senior Subordinated Notes due 2009.
5
<PAGE> 6
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 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
- --
6
<PAGE> 7
BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: ALLIED WASTE NORTH AMERICA, INC.
- ---------------------------------------------------------------------------------------------------------------------------------
Part I - PLEASE PROVIDE YOUR TIN IN THE BOX AT --------------------------------------
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW SOCIAL SECURITY NUMBER OR
EMPLOYER IDENTIFICATION NUMBER
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 2 - Check the box if you are NOT subject to back-up withholding under the provisions
FORM W-9 of Section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been
DEPARTMENT OF THE TREASURY notified that you are subject to back-up withholding as a result of failure to report all
INTERNAL REVENUE SERVICE 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 CERTIFICATE -- UNDER THE PENALTIES OF PERJURY, I
IDENTIFICATION NUMBER (TIN) CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM PART 3
IS TRUE, CORRECT AND COMPLETE. CHECK IF
SIGNATURE ------------------- DATE ---------- AWAITING TIN
[ ]
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes in a principal amount not
tendered, or Exchange Notes are to be issued in the name of someone other than
the person whose signature appears in Box 2.
Issue and deliver:
(check appropriate boxes)
[ ] Old 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 Notes in a principal amount not
tendered, or Exchange Notes, are to be delivered to someone other than the
person whose signature appears in Box 2 or to an address other than that shown
in Box 1.
Deliver:
(check appropriate boxes)
[ ] Old Notes not tendered
[ ] Exchange Notes, to:
Name
- -------------------------------------------
(PLEASE TYPE OR PRINT)
Address
- -----------------------------------------
- ---------------------------------------------------
7
<PAGE> 8
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>
<C> <S> <C>
- ------------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF --
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if
the minor is the
only contributor,
the minor(1)
6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent
minor, or incompetent person person(3)
7. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under State law
- ------------------------------------------------------------
- ------------------------------------------------------------
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF --
- ------------------------------------------------------------
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension The legal entity
trust (Do not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated
in the account
title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other tax The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the 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 withholding 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.
- A 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 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 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 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 WHO TENDER THEIR OLD
NOTES USING THE DTC ATOP PROCEDURE NEED NOT SUBMIT A LETTER OF TRANSMITTAL.
Holders whose Old Notes are not immediately available or who cannot deliver
their Old Notes and all other required documents to the Exchange Agent on or
prior to the Expiration Date may tender their Old 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 Notes are registered, and the certificate
numbers of the Old Notes to be tendered; and (iii) all tendered Old 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 Notes for exchange.
2. PARTIAL TENDERS; WITHDRAWALS. Tenders of Old 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 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 Notes submitted but not tendered
will be sent to such Holder as soon as practicable after the Expiration Date.
All Old Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Tenders of Old Notes pursuant to the Exchange Offer are irrevocable, except
that Old 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 Notes to be withdrawn, the certificate numbers and designation of
the Old Notes to be withdrawn, the principal amount of Old Notes delivered for
exchange, a statement that such a Holder is withdrawing its election to have
such Old Notes exchanged, and the name of the registered Holder of such Old
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 Notes being withdrawn. If Old 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 Notes so withdrawn will be deemed not
to have been validly tendered for
10
<PAGE> 11
purposes of the Exchange Offer and no Exchange Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. The Exchange
Agent will return the properly withdrawn Old Notes promptly following receipt of
notice of withdrawal. Properly withdrawn Old Notes may be retendered by
following one of the procedures described in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Old 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 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 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 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 Notes.
When this Letter of Transmittal is signed by the registered Holder or
Holders of Old 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 Notes listed, such Old 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 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 Notes are tendered: (i) by a registered
Holder of such Old 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 Notes pursuant to the Exchange Offer. If,
however, certificates representing Exchange Notes, or Old 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
Notes tendered hereby, or if a transfer tax is imposed for any reason other than
the exchange of Old 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 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 NOTES. Any Holder whose Old
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
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 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 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
OFFER TO EXCHANGE
ALL OUTSTANDING 10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
THE EXCHANGE OFFER WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 28, 2000, 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 10% Series A Senior Subordinated Notes
due 2009 (the "Old Notes") of Allied Waste North America, Inc. (the "Company")
who wish to tender their Old Notes in exchange for a like principal amount of
10% Series B Senior Subordinated Notes due 2009 (the "New Notes") of the Company
and whose Old Notes are not immediately available or who cannot deliver their
Old 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 January 28, 2000 (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
<TABLE>
<S> <C>
By Hand, Mail or Overnight Courier: By Facsimile to Eligible Institutions:
U.S. Bank Trust National Association (651) 244-1537
180 East Fifth Street
St. Paul, Minnesota 55101 Confirm by telephone to:
Attention: Specialized Finance Department
(800) 934-6802
</TABLE>
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.
1
<PAGE> 2
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
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus.
The undersigned understands that tenders of Old 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 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 Notes may also be withdrawn if the Exchange Offer is terminated
without any such Old 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.
<TABLE>
<CAPTION>
PLEASE SIGN AND COMPLETE
<S> <C>
Signature(s) of Registered Owner(s) or Name(s) of Registered Holder(s):
Authorized Signatory: --------------------------------- --------------------------------------------------------
- -------------------------------------------------------- --------------------------------------------------------
- -------------------------------------------------------- --------------------------------------------------------
Address: -----------------------------------------------
Principal Amount of Old Notes Tendered: --------------------------------------------------------
U.S. $ ----- 10% Series A Senior Subordinated Notes Due Area Code and Telephone No.: ----------------------
2009 Date: --------------------------------------------------
Certificate No.(s) of Old Notes
(if available):
- -----------------------------------------
- --------------------------------------------------------
</TABLE>
2
<PAGE> 3
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old 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)
<TABLE>
<S> <C>
Name(s): ------------------------------------------------------------
------------------------------------------------------------
Capacity: ------------------------------------------------------------
Address(es): ------------------------------------------------------------
------------------------------------------------------------
</TABLE>
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 Notes on whose behalf this tender is being made "own(s)"
the Old Notes covered hereby within the meaning of Rule 14e-4 under the Exchange
Act, (b) represents that such tender of Old 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 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 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.
<TABLE>
<S> <C>
Name of Firm: ---------------------------------------- Authorized Signature: ---------------------------------
Address: ----------------------------------------------- Name: -------------------------------------------------
Title:
- -------------------------------------------------------- --------------------------------------------------
Area Code and
Telephone No.: ---------------------------------------- Date: --------------------------------------------------
</TABLE>
DO NOT SEND OLD NOTES WITH THIS FORM. OLD 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
10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
To Registered Holders:
The undersigned hereby acknowledges receipt of the Prospectus dated
December 30, 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 10% Series B Senior
Subordinated Notes due 2009 (the "New Notes") of the Company for each U.S.
$1,000 principal amount of outstanding 10% Series A Senior Subordinated Notes
due 2009 (the "Old Notes") of the Company, respectively. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Old Notes held by you
for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
U.S.$ of 10% Series A Senior Subordinated Notes due 2009.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered (if
any)):
U.S.$ of 10% Series B Senior Subordinated Notes due 2009.
[ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender Old 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 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 Notes, (iii) if the
undersigned is not a broker-dealer, or is a broker-dealer but will not receive
New Notes for its own account in exchange for Old Notes, the undersigned is not
engaged in or intends to participate in the distribution of such New 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 Notes for its own account in exchange for
Old Notes, it represents that such Old 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 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 Notes, the undersigned
is not deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
1
<PAGE> 2
SIGN HERE
Name of beneficial owner(s) (please print):
- ------------------------------------------------------------------------
Signature(s):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- ----------------------------------------------------------------
Date:
- --------------------------------------------------------------------------------
2
<PAGE> 1
EXHIBIT 99.4
ALLIED WASTE NORTH AMERICA, INC.
OFFER TO EXCHANGE
ALL OUTSTANDING 10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10% SERIES B SENIOR SUBORDINATED 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 10% Series B Senior Subordinated Notes Due 2009 (the "New 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 10%
Series A Senior Subordinated Notes Due 2009 (the "Old Notes") upon the terms and
subject to the conditions set forth in the Prospectus, dated December 30, 1999,
and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated December 30, 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
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 JANUARY 28, 2000 UNLESS
EXTENDED.
The Exchange Offer is not conditioned upon any minimum amount of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the New Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such New Notes, whether or not such person is such holder, (ii)
neither the holder of the Old 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 Notes, (iii) if the
holder is not a broker-dealer, or is a broker-dealer but will not receive New
Notes for its own account in exchange for Old Notes, neither the holder nor any
such other person is engaged in or intends to participate in a distribution of
the New 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 Notes for its own account in exchange for Old Notes,
you will represent on behalf of such broker-dealer that the Old Notes to be
exchanged for the New 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 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 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 Notes for you to
make the foregoing representations.
1
<PAGE> 2
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 Notes pursuant to the
Exchange Offer. The Company will pay or cause to be paid any transfer taxes
payable on the transfer of Old 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.
2
<PAGE> 1
EXHIBIT 99.5
OFFER TO EXCHANGE
ALL OUTSTANDING 10% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
ALLIED WASTE NORTH AMERICA, INC.
To Our Clients:
We are enclosing a Prospectus, dated December 30, 1999 of Allied Waste
North America, Inc. (the "Company"), and a related Letter of Transmittal (which
together constitute the "Exchange Offer") relating to the offer by the Company,
to exchange its 10% Series B Senior Subordinated Notes Due 2009 (the "New
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 10% Series A Senior Subordinated Notes Due 2009 (the "Old 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 JANUARY 28, 2000 UNLESS EXTENDED.
THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF OLD NOTES
BEING TENDERED.
We are the holder of record of Old Notes held by us for your account. A
tender of such Old 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 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 Notes will
represent to the Company that (i) the New Notes acquired in the Exchange Offer
are being obtained in the ordinary course of business of the person receiving
such New Notes, whether or not such person is such holder, (ii) neither the
holder of the Old 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 Notes, (iii) if the holder is not a
broker-dealer or is a broker-dealer but will not receive New Notes for its own
account in exchange for Old Notes, neither the holder nor any such other person
is engaged in or intends to participate in a distribution of the New 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 Notes for its own account in exchange for Old Notes, we will
represent on behalf of such broker-dealer that the Old Notes to be exchanged for
the New 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 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 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,
