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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Peterson Peter G.
(Last) (First) (Middle)
c/o Blackstone Management Associates III L.L.C.
345 Park Avenue
(Street)
New York NY 10154
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allied Waste Industries, Inc. "AW"
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
July 1999
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/ / Director /X/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see instruction
4(b)(v).
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<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
4. Securities Acquired (A) Bene- 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) ficially Form:
action action (Instr. 3, 4 and 5) Owned Direct 7. Nature of
Date Code ----------------------------- at End (D) or Indirect
(Month/ (Instr. 8) (A) of Month Indirect Beneficial
1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired,
Disposed of, or Beneficially Owned (e.g.,
puts, calls, warrants, options,
convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action 4. Transac- Acquired (A) or (Month/Day/Year)
Price of Date tion Code Disposed of (D) ----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
- ---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series A Senior Convertible $18.00 7/30/99 P 350,000 (1) N/A
Preferred Stock
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9. Number of 10. Ownership
Derivative Form of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Series A Senior Convertible Common Stock 19,444,444 $1,000.00 350,000 I See Attached
Preferred Stock
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Explanation of Responses:
(1) Pursuant to the Certificate of Designation setting forth the terms,
relative rights, limitations and preferences of the Series A Senior
Convertible Preferred Stock of the Issuer (the "Preferred Stock"), holders
of the Preferred Stock are restricted from converting their holdings of
Preferred Stock into shares of common stock until receipt of stockholder
approval has been obtained. Before such time, shares of Preferred Stock may
only be converted into units of Series B Junior Preferred Stock.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, the Reporting Person herein states that this filing shall not
be deemed an admission that he is the beneficial owner of any of the securities
covered by this Statement.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Peter G. Peterson
By: /s/ Peter G. Peterson August 10, 1999
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**Signature of Reporting Person Date
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ATTACHMENT TO FORM 4
Peter G. Peterson
July 30, 1999
Allied Waste Industries, Inc. "AW"
As one of the Founding Members of Blackstone Management Associates III L.L.C.
("BMA III"), which is the sole general partner of Blackstone Capital Partners
III Merchant Banking Fund L.P. and Blackstone Family Investment Partnership III
L.P. and the sole investment general partner of Blackstone Offshore Capital
Partners III L.P. (collectively, the "Partnerships"), the Reporting Person may
be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended (the "Act"), to be the beneficial owner of shares of Preferred Stock of
the Issuer beneficially owned by the Partnerships. However, the Reporting Person
disclaims that he is the beneficial owner of any such shares.
For the same reasons provided above, and because the Partnerships acted together
in the acquisition of the shares of Preferred Stock of the Issuer, and because
the Reporting Person is an affiliate of Blackstone Capital Partners II Merchant
Banking Fund L.P., Blackstone Offshore Capital Partners II L.P., Blackstone
Family Investment Partnership II L.P. and Blackstone Management Associates II
L.L.C. (collectively with BMA III and the Partnerships, the "Other Reporting
Persons"), the Reporting Person and the Other Reporting Persons may be deemed,
for purposes of Section 16 of the Act, to each be a member of a "group" with
respect to securities of the Issuer. However, the Reporting Person does not
affirm the existence of such a group.
