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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Allied Waste Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
019589 30 8
(CUSIP Number)
Robert S. Jaffe
Preston Gates & Ellis LLP
701 Fifth Avenue
Suite 5000
Seattle, WA 98104-7078
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 30, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.:
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1 NAME OF REPORTING PERSON
WARREN J. RAZORE
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 7,445,274
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
7,445,274
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,445,274
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D ("Amendment") relates to the Common
Stock, $0.01 par value (the "Common Stock"), of Allied Waste Industries, Inc.
(the "Issuer") and is being filed on behalf of the undersigned to amend Schedule
13D which was originally filed on July 2, 1998 and amended on October 1, 1998.
The principal executive offices of the Issuer are located at 15580 N.
Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260.
Item 2. IDENTITY AND BACKGROUND
This Amendment is being filed by Warren J. Razore who resides at 7613
Overlake Drive West, Medina, Washington 98004. Mr. Razore is not employed.
Mr. Razore has not during the last five years been (i) convicted in a
criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to judgment, decree and final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A, See Item 4.
Item 4. PURPOSE OF TRANSACTION
This Amendment is being filed to report that based on the Form 10K filed
by Issuer on March 31, 1999 stating that the issued and outstanding shares of
Common Stock of Issuer as of March 25, 1999 equaled 187,637,123 shares, Mr.
Razore owns less than 5% of the issued and outstanding Common Stock. Following
such date, Mr. Razore has disposed of 1,051,200 shares of Common Stock of Issuer
through a series of transactions. Mr. Razore originally acquired the Common
Stock of Issuer as an investment. In compliance with the federal securities laws
and "pooling of interest" requirements, Mr. Razore may sell the Common Stock
from time to time in the open market, subject to registration, or in privately
negotiated transactions, and may also enter into short sales or other hedging
transactions with broker-dealers or other financial institutions.
Except as set forth in this Item 4, Mr. Razore has no present intent or
proposals that relate to or would result in: (i) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to those enumerated above.
Mr. Razore reserves the right to determine in the future whether to
change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of March 31, 1999, Mr. Razore owned 8,496,474 shares of Common
Stock of Issuer which is less than 5% of Issuer's outstanding shares of
Common Stock. Following such date and within the last 60 days, Mr. Razore
disposed of a total of 1,051,200 shares of Common Stock. The shares of Common
Stock were disposed of from April 9 though 29 at prices ranging from $13.63
per share to $17.95 per share. As of April 29, 1999, Mr. Razore's beneficial
ownership of Issuer equaled 7,445,274 shares of the Common Stock of Issuer,
which represents approximately 4.0% of the shares of Common Stock currently
issued and outstanding.
Mr. Razore will have sole voting power and sole dispositive power over
the Common Stock that he holds. Mr. Razore knows of no other person that has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
An Amended and Restated Agreement and Plan of Reorganization dated as of
June 25, 1998 (the "Merger Agreement"), was entered into by and among Rabanco
Ltd., Rabanco Recycling, Inc., United Waste Control Corp., Rabanco
Intermodal/B.C., Inc., WJR Environmental, Inc., Waste Associates, Inc., Paper
Fibers, Inc., MJS Associates, Inc., Alaska Street Associates, Inc., S&L, Inc.,
SSWI, Inc., CCAI, inc., Allied Waste Industries, Inc., Rabanco Acquisition
Company, Rabanco Acquisition Company Two, Rabanco Acquisition Company Three,
Rabanco Acquisition Company Four, Rabanco Acquisition Company Five, Rabanco
Acquisition Company Six, Rabanco Acquisition Company Seven, Rabanco Acquisition
Company Eight, Rabanco Acquisition Company Nine, Rabanco Acquisition Company
Ten, Rabanco Acquisition Company Eleven, Rabanco Acquisition Company Twelve;
Sphere Solid Waste, Inc., CCA, inc., Warren J. Razore, Josie Razore, Marie
Schulze and Carmen Sepic. As part of the transaction described in the Merger
Agreement, Mr. Razore and the Issuer entered into an Affiliates Agreement and an
Agreement Regarding Registration Rights. The Affiliates Agreement contains
standard representations and agreements by Mr. Razore regarding premerger
dispositions of the shares of the Razore Companies and postmerger dispositions
of the Common Stock. The Agreement Regarding Registration Rights contains
covenants by the Issuer for shelf and demand registration of the Common Stock
upon the request of Mr. Razore. Other than as stated, Mr. Razore has no
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to the Common Stock, including transfer or voting
thereof, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment to Schedule 13D is true,
complete and correct.
By /s/ Warren J. Razore, by Mary J. Razore, his attorney-in-fact
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Signature
April 30, 1999
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EXECUTION OF DOCUMENT AS ATTORNEY-IN-FACT
I, Mary J. Razore, under and pursuant to the Durable Power of Attorney of
my husband, Warren J. Razore, granted to me February 23, 1993, for him and in
his name, by my execution of this document, do execute and deliver to the
Securities and Exchange Commission and such other entities as may be required by
statute or regulations, Amendment No. 2 to Schedule 13D filed pursuant to
Regulation 13D (the "Document"), in the form signed, as if entirely set forth at
this point. The recipient of the Document may rely upon this document for all
purposes as my execution of the Document as my husband's attorney-in-fact
wherever his signature appears.
I, as attorney-in-fact for Warren J. Razore, hereby ratify and confirm,
in all respects and for all purposes, the effectiveness of his personal
signature wherever it may be in the Document or in any other documents related
to the transactions which are pursuant to, related to, or contemplated in the
Document.
I have discussed the Document with our legal counsel and I am familiar
with the content, purposes and intent thereof.
Dated this 30th day of April, 1999.
/s/ Warren J. Razore by Mary J. Razore, his attorney-in-fact
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Signature
