SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Allied Waste Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 88-0228636
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
15880-North Greenway-Hayden Loop,
Suite 100, Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On May 18, 2000, the Board of Directors of Allied Waste Industries, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, par value $0.01 per share, of the Company
(the "Common Shares"), and a dividend distribution for each outstanding share of
Series A Senior Convertible Preferred Stock, par value $.10 per share, of the
Company (the "Senior Preferred Shares"), equal to the number of Rights which
would have been received by the holder if he had converted such share into
Common Stock immediately prior to the record date for the dividend, payable to
the holders of record of the Common Shares and Senior Preferred Shares on May
31, 2000. Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase from the Company one ten-thousandth
of a share of a series of preferred stock of the Company, designated as Series B
Junior Participating Preferred Stock, par value $.10 per share (the "Preferred
Stock"), at a price of $85 per one ten-thousandth of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
American Stock Transfer & Trust Company, as Rights Agent. A copy of the Rights
Agreement is attached as an exhibit hereto and is hereby incorporated by
reference. The following summary of the Rights is qualified in its entirety by
reference to the Rights Agreement.
Until the earlier to occur of (i) a public announcement that, without the
prior consent of the Board of Directors of the Company, a person or group,
including any affiliates or associates of such person or group (an "Acquiring
Person"), acquired, or obtained the right to acquire, beneficial ownership of
outstanding stock of the Company representing 15% or more of the voting power of
all outstanding stock of the Company generally entitled to vote for the election
of directors ("Voting Stock") (the "Stock Acquisition Date") or (ii) ten
business days (or such later date as the Board may determine) following the
commencement or announcement of an intention (which is not subsequently
withdrawn) to make a tender offer or exchange offer which would result in any
person or group (and related persons) having beneficial ownership of 15% or more
of the voting power of all outstanding Voting Stock (the earlier of such dates
being called the "Distribution Date"), the Rights will be attached to all Common
Share and Senior Preferred Share certificates and will be evidenced, with
respect to any of the Common Share or Senior Preferred Share certificates
outstanding as of May 31, 2000, by the Common Share certificates or Senior
Preferred Share certificates, as the case may be. The Rights Agreement provides
that, until the Distribution Date, the Rights will be transferred with and only
with the Common Shares and Senior Preferred Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share and Senior
Preferred Share certificates issued after May 31, 2000 upon transfer,
replacement or new issuance of Common Shares or Senior Preferred Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any Common Share or Senior Preferred Share
certificates outstanding as of May 31, 2000, even without such a notation, will
also constitute the transfer of the Rights associated with the Common Shares or
Senior Preferred Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the Common Shares
and Senior Preferred Shares as of the close of business on the Distribution
Date, and the separate Rights Certificates alone will evidence the Rights.
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Notwithstanding the foregoing, the stock ownership of the holders of the
Senior Preferred Shares, their affiliates and certain related parties shall not
result in their becoming an Acquiring Person if their stock ownership is in
compliance with the terms of their Shareholders Agreement with the Company.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 31, 2010, unless earlier redeemed by the Company as described
below.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to the greater of $10.00 and 10,000 times the dividend declared on each Common
Share. In the event of liquidation, the holders of Preferred Stock will receive
a preferred liquidation payment per share equal to the greater of $10,000 and
10,000 times the payment made per Common Share. Each share of Preferred Stock
will have 10,000 votes, voting together with the Common Shares. In the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each share of Preferred Stock will be entitled to receive 10,000
times the amount and type of consideration received per Common Share. The rights
of the Preferred Stock as to dividends, liquidation and voting, and in the event
of mergers and consolidations, are protected by customary anti-dilution
provisions. Fractional shares of Preferred Stock in integral multiples of one
ten-thousandth of a share of Preferred Stock will be issuable; however, the
Company may elect to distribute depositary receipts in lieu of such fractional
shares. In lieu of fractional shares other than fractions that are multiples of
one ten-thousandth of a share, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.
In the event that any person becomes an Acquiring Person, each holder of a
Right generally will thereafter have the right for a 60 day period after the
later of the date of such event and the effectiveness of an appropriate
registration statement (or such other longer period set by the Board of
Directors) to receive upon exercise of the Right that number of units of one
ten-thousandths of a share of Preferred Stock (or, under certain circumstances,
Common Shares or other securities) having an average market value during a
specified time period (immediately prior to the occurrence of a Person becoming
an Acquiring Person) of two times the exercise price of the Right (such right
being called the "Subscription Right"). Notwithstanding the foregoing, following
the occurrence of a Person becoming an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by the Acquiring Person or any affiliate or associate thereof
will be null and void.
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In the event that, at any time following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50%
or more of the Company's assets or earning power are sold (in one transaction or
a series of transactions), proper provision shall be made so that each holder of
a Right (except a Right voided as set forth above) shall thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
(or, in the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the exercise price of the Right (such right being called the "Merger
Right"). The holder of a Right will continue to have the Merger Right whether or
not such holder exercises the Subscription Right.
The Purchase Price payable, the number of Rights and the number of shares
of Preferred Stock, Common Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights or warrants to subscribe for Preferred
Stock, certain convertible securities or securities having the same or more
favorable rights, privileges and preferences as the Preferred Stock at less than
the current market price of the Preferred Stock or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends out of earnings or retained earnings
and dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above.)
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
The number of outstanding Rights associated with each Common Share and
Senior Preferred Share and the voting and economic rights of each one
ten-thousandth of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Share or a stock dividend on the Common Stock payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares occurring, in
any such case, prior to the Distribution Date.
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At any time prior to the earliest to occur of (i) the close of business on
the Stock Acquisition Date or (ii) the expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.0001 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors. Additionally, following the Stock Acquisition Date and the
expiration of the period during which the Subscription Right is exercisable, the
Company may redeem the then outstanding Rights in whole, but not in part, at the
Redemption Price, provided that such redemption is in connection with a merger
or other business combination transaction or series of transactions involving
the Company in which all holders of Common Shares are treated alike but not
involving an Acquiring Person (or any person who was an Acquiring Person) or its
affiliates or associates. Upon the effective date of the redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Except as set forth above, the terms of the Rights may be amended by the
Board of Directors of the Company, (i) prior to the Distribution Date in any
manner, and (ii) on or after the Distribution Date to cure any ambiguity, to
correct or supplement any provision of the Rights Agreement which may be
defective or inconsistent with any other provisions, or in any manner not
adversely affecting the interests of the holders of the Rights (including the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights generally should not
interfere with any merger or other business combination approved by the Board of
Directors.
The form of Rights Agreement between the Company and American Stock
Transfer & Trust Company specifying the terms of the Rights, Exhibit A thereto
-- the form of Amended and Restated Certificate of Designation setting forth the
terms of the Preferred Stock -- Exhibit B thereto -- the Form of Rights
Certificate -- and Exhibit C thereto -- the Summary of Rights to Purchase Stock
-- are attached hereto as Exhibit 1 and are incorporated herein by reference.
The foregoing description of the Rights is qualified by reference to the Rights
Agreement.
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Item 2. Exhibits.
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1 Form of Rights Agreement (the "Rights Agreement")
dated as of May 25, 2000 between Allied Waste
Industries, Inc. and American Stock Transfer & Trust
Company which includes, as Exhibit A thereto, the
form of Certificate of Designation specifying the
terms of the Preferred Stock and, as Exhibit B
thereto, the form of Rights Certificate. Pursuant to
the Rights Agreement, Rights Certificates will not be
mailed until a person acquires beneficial ownership
of stock having 15% or more of the voting power of
all outstanding Voting Stock or 10 days (or such
later date as the Board of Directors of the Company
may determine) after a person commences or announces
its intention to commence an offer if, upon
consummation thereof, such person would become an
Acquiring Person (as defined in the Rights
Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ALLIED WASTE INDUSTRIES, INC.
By /s/ Thomas H. Van Weelden
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Thomas H. Van Weelden
Chairman of the Board,
President and Chief
Executive Officer
Date: May 26, 2000
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EXHIBIT INDEX
Exhibit Description
1 Form of Rights Agreement (the "Rights Agreement") dated as
of May 25, 2000 between Allied Waste Industries, Inc. and
American Stock Transfer & Trust Company which includes, as
Exhibit A thereto, the form of Certificate of Designation
specifying the terms of the Preferred Stock, and, as
Exhibit B thereto, the form of Rights Certificate. Pursuant
to the Rights Agreement, Rights Certificates will not be
mailed until a person acquires beneficial ownership of
stock having 15% or more of the voting power of all
outstanding Voting Stock or 10 days (or such later date as
the Board of Directors of the Company may determine) a
person commences or announces its intention to commence an
offer if, upon consummation thereof, such person would
become an Acquiring Person (as defined in the Rights
Agreement).
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