SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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United Waste Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
4953
(Primary Standard Industrial Classification Number)
13-3532338
(I.R.S. Employer Identification No.)
Four Greenwich Office Park
Greenwich, Connecticut 06830
(203) 622-3131
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Sandra E. Welwood
United Waste Systems, Inc.
Greenwich, Connecticut 06830
(203) 622-3131
(Name Including Zip Code, and Telephone Number, Including Area
Code, of Agent For Service)
A copy of all communications, including communications sent to
the agent for service, should be sent to:
Joseph Ehrenreich, Esq.
Ehrenreich & Krause
1140 Avenue of the Americas
New York, N.Y. 10036
(212) 302-8050
Approximate date of commencement of proposed sale to public: As
soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please 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(c) 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 delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Amount to Proposed Proposed Amount
Class of be Registered Maximum Maximum of
Securities Offering Aggregate Registration
to be Price Offering Fee
Registered(1) Per Price(2)
Share(2)
- ------------- ------------- ---------- --------- ---------
Debt Securities(3)...)
Preferred Stock(4)...)
Common Stock, $150,000,000(6) 100% $150,000,000 $45,455
par value $.001
per share(5)........)
- -----------------------------------------------------------------------------
Debt Securities(7)...)
Preferred Stock(7)...)
Common Stock, (8)
par value $.001
per share(7).......)
- ------------------------------------------------------------------------------
Warrants(9) (6)
- ------------------------------------------------------------------------------
(1) All of the securities being registered hereby are securities that may
hereafter be offered by United Waste Systems, Inc (the "Company"). This
registration statement does not cover sales of any securities by any officer,
director or other stockholder of the Company.
(2) Estimated solely for purposes of determining the registration fee.
(3) In no event will the aggregate initial price of such Debt Securities
issued under this Registration Statement, as may be offered from time to time,
exceed $150,000,000 or the equivalent thereof in one or more foreign
currencies or composite currencies, including the European Currency Unit. If
any such Debt Securities are issued at an original issue discount, then the
Company may issue such greater principal amount as shall result in an
aggregate initial offering price of $150,000,000.
(4) In no event will the aggregate initial price of such Preferred Stock
issued under this Registration Statement, as may be offered from time to time,
exceed $150,000,000.
(5) In no event will the aggregate initial price of such Common Stock issued
under this Registration Statement, as may be offered from time to time, exceed
$150,000,000 or, if applicable, such lesser amount as is provided for in Rule
415.
(6) In no event will the aggregate initial price of the Debt Securities,
Preferred Stock, Common Stock and Warrants referred to in footnotes (3), (4),
(5) and (9) exceed $150,000,000.
(7) Such indeterminate number of shares of Common Stock, and indeterminate
amounts of Debt Securities and Preferred Stock, as may be issued upon
conversion or exchange of any other Debt Securities or Preferred Stock that
provide for conversion or exchange into other securities. Such indeterminate
number of shares of Common Stock and amounts of Debt Securities and Preferred
Stock as may be issued as payment of dividend or interest payment obligations
on the Debt Securities or the Preferred Stock. In no event will the aggregate
initial price of any such Securities issued as payment of dividend or interest
payment obligations exceed the amount of such dividend or interest payment
obligations as would have otherwise been paid in cash, nor in any event will
the aggregate initial price of any such Securities so issued plus the
aggregate initial price of the Debt Securities, Preferred Stock, Common Stock
and Warrants referred to in footnotes (3), (4), (5) and (9) exceed
$150,000,000.
(8) No separate consideration will be received for the Common Stock, Debt
Securities or Preferred Stock identified in footnote (7) which may be issuable
upon conversion of or in exchange for other Debt Securities or Preferred
Stock.
(9) In no event will the aggregate initial price of such Warrants issued under
this Registration statement, as may be offered from time to time, exceed
$150,000,000.
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 Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
$150,000,000
UNITED WASTE SYSTEMS, INC.
Debt Securities
Preferred Stock
Common Stock
Warrants
----------------------------
United Waste Systems, Inc. (the "Company") may offer from
time to time (i) Debt Securities ("Debt Securities"), which may
be either senior debt securities ("Senior Securities") or
subordinated debt securities ("Subordinated Securities"),
consisting of debentures, notes and other unsecured evidences of
indebtedness in one or more series, (ii) shares of Preferred
Stock ("Preferred Stock") in one or more series, (iii) shares of
Common Stock, par value $.001 per share ("Common Stock"), or (iv)
Warrants ("Warrants") to purchase Debt Securities, Preferred
Stock or Common Stock (such Debt Securities, Preferred Stock,
Common Stock and Warrants being collectively referred to as
"Securities"), at an aggregate initial offering price not to
exceed U.S.$150,000,000 at prices and on terms to be determined
at the time of sale.
All of the Securities offered hereby are being offered for
the account of the Company. None of the Securities are being
offered for the account of any officer, director or other
stockholder of the Company.
The accompanying Prospectus Supplement sets forth certain of
the terms of the particular Securities in respect of which this
Prospectus is being delivered.
The Senior Securities will rank equally with all other
unsubordinated and unsecured indebtedness of the Company. The
Subordinated Securities will be subordinated to all existing and
future Senior Indebtedness (as defined) of the Company. All or a
portion of any Debt Securities may be issued in permanent global
form.
The Company currently conducts substantially all its
operations through subsidiaries, and the holders of Debt
Securities (whether or not Subordinated Securities) will be
structurally subordinated to the creditors of the Company's
subsidiaries.
The Company may sell Securities to or through underwriters,
and also may sell Securities directly to other purchasers or
through agents. The accompanying Prospectus Supplement sets
forth the names of any underwriters or agents involved in the
sale of the Securities in respect of which this Prospectus is
being delivered, the principal amounts, if any, to be purchased
by underwriters and the compensation, if any, of such
underwriters or agents. See "Plan of Distribution."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is December 30, 1996
United Waste Systems, Inc., was incorporated in the State of
Delaware in 1989. Its executive offices are located at Four
Greenwich Office Park, Greenwich Connecticut 06830, and its
telephone number is (203) 622-3131.
No person is authorized to give any information or to make
any representation not contained or incorporated by reference in
this Prospectus or in the accompanying Prospectus Supplement,
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or
any underwriter, agent or dealer. This Prospectus does not
constitute an offer to sell or a solicitation of an offer by buy
any securities other than the Securities in respect of which this
Prospectus is delivered or an offer of any securities in any
jurisdiction to any person where such an offer would be unlawful.
Neither the delivery of this Prospectus or any Prospectus
Supplement nor any sales made hereunder or thereunder shall,
under any circumstances, create any implication that there has
been no change in the affairs of the Company since their
respective dates.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Regional Offices of the Commission at Seven World Trade Center,
13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
The Company makes certain filings with the Commission
electronically. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities
offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the
exhibits thereto, as permitted by the rules and regulations of
the Commission. For further information with respect to the
Company and the Securities reference is hereby made to such
Registration Statement and the exhibits filed therewith or
incorporated therein by reference. The Registration Statement,
including the exhibits filed therewith or incorporated therein by
reference, may be inspected without charge at the public
reference facilities maintained by the Commission and at the
Commission's regional offices at the addresses stated above.
Copies of these documents may be obtained from the Public
Reference Section of the Commission at its office in Washington,
D.C., set forth above at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated into this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995; the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1996 and Amendment
No. 1 thereto on Form 10-Q/A; the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1996; and the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1996.
2. The Company's Report on Form 8-K dated September 19,
1995 (filed on October 4, 1995)and Amendment No. 1 thereto (filed
in December 1995).
3. The Company's Report on Form 8-K dated May 31, 1996.
4. The Company's Report on Form 8-K dated June 18, 1996.
5. The Company's Report on Form 8-K dated June 28, 1996
(filed on August 23, 1996).
6. The Company's Report on Form 8-K dated September 27,
1996 (filed on November 8, 1996).
7. The Company's Reports on Form 10-C dated March 8, 1996,
and June 18, 1996, respectively.
8. The Company's definitive proxy statement dated April 22,
1996, relating to its 1996 Annual Meeting of Stockholders.
9. The description of the Company's Common Stock which is
contained in its Registration Statement on Form 8-A dated
November 16, 1992, filed under the Exchange Act.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering made hereby shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other 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.
The Company will furnish without charge to each person
(including any beneficial owner) to whom a Prospectus is
delivered, upon written or oral request of such person, a copy of
any of the documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
incorporates). Requests for such copies should be directed to
United Waste Systems, Inc., Attention: Corporate Secretary, Four
Greenwich Office Park, Greenwich, Connecticut 06830, telephone:
(203) 622-3131.
USE OF PROCEEDS
Except as otherwise described in a Prospectus Supplement
relating to particular Securities, the net proceeds from the sale
of Securities will be used for general corporate purposes, which
may include acquisitions, refinancing of indebtedness, working
capital, capital expenditures and repurchases and redemptions of
securities.
RATIO OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
Nine Months
Year Ended December 31, Ended
------------------------ September 30
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- -------------
Ratio of earnings
to fixed charges(1) 0.6 2.0 4.1 4.9 4.6 4.2
Ratio of earnings
to combined fixed
charges and
preferred
stock dividends(2) 0.6 1.3 3.0 4.2 4.5 4.2
- -------------------
(1) For purposes of computing such ratio, (i) earnings
consist of income before income taxes plus fixed charges (other
than interest capitalized)and (ii) fixed charges consist of
interest expense, interest capitalized, amortization of debt
issuance costs and discount and premium, and the estimated
interest portion of rental expense.
(2) For purposes of computing such ratio, (i) earnings
consist of income before income taxes plus fixed charges (other
than interest capitalized) and preferred stock dividends and (ii)
fixed charges and preferred stock dividends consist of interest
expense, interest capitalized, amortization of debt issuance
costs and discount and premium, the estimated interest portion of
rental expense and preferred stock dividends.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities constitute either Senior Securities or
Subordinated Securities. Debt Securities may be issued from time
to time under one or more indentures, each dated as of a date on or
prior to the issuance of the Debt Securities to which it relates.
Senior Securities and Subordinated Securities may be issued
pursuant to separate indentures (respectively, a "Senior Indenture"
and a "Subordinated Indenture"), in each case between the Company
and a trustee, which may be the same trustee, and in the form that
has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part, subject to such amendments or
supplements as may be adopted form time to time. Information
regarding the trustee under the Senior Indenture (the "Senior
Trustee") and the trustee under the Subordinated Indenture (the
"Subordinated Trustee") will be included in any Prospectus
Supplement relating to such Debt Securities. The Senior Indenture
and the Subordinated Indenture are sometimes collectively referred
to herein as the "Indentures;" and the Senior Trustee and the
Subordinated Trustee are sometimes collectively referred to herein
as the "Trustees" and individually as a "Trustee." The following
discussion includes a summary description of the anticipated terms
of the Indentures, other than terms which are specific to a
particular series of Debt Securities and which will be described in
the Prospectus Supplement relating to such series. However, if so
indicated in a Prospectus Supplement, the terms of the Indentures
applicable to a particular series of Debt Securities may differ
from the terms set forth below. The following summaries do not
purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the
Indentures, including the definitions therein of certain terms
capitalized in this Prospectus. Wherever particular Sections or
Articles or defined terms of the Indentures are referred to herein
or in a Prospectus Supplement, such Sections or defined terms are
incorporated herein or therein by reference.
The Debt Securities may be issued from time to time in one or
more series. The particular terms of each series of Debt
Securities offered by any Prospectus Supplement or Prospectus
Supplements will be described in such Prospectus Supplement or
Prospectus Supplements relating to such series.
Other than as may be indicated in the applicable Prospectus
Supplement, there are no provisions of the Indentures which afford
holders of the Debt Securities protection in the event of a highly
leveraged transaction involving the Company.
General
The Indentures do not limit the aggregate amount of Debt
Securities which may be issued thereunder, and Debt Securities may
be issued thereunder from time to time in separate series up to the
aggregate amount from time to time authorized by the Company for
each series. The Senior Securities will be unsecured and
unsubordinated obligations of the Company and will rank equally and
ratably with other unsecured and unsubordinated indebtedness of the
Company. The Subordinated Securities will be subordinated in right
of payment to the prior payment in full of the Senior Indebtedness
(as defined) of the Company, as described below under
"--Subordination of Subordinated Securities" and in a Prospectus
Supplement applicable to an offering of Subordinated Securities.
The applicable Prospectus Supplement or Prospectus Supplements
will describe the following terms of the series of Debt Securities
in respect of which this Prospectus is being delivered: (1) the
title of such Debt Securities; (2) any limit on the aggregate
principal amount of such Debt Securities; (3) whether any of such
Debt Securities are to be issuable in permanent global form
("Global Security") and, if so, the terms and conditions, if any,
upon which interests in such Debt Securities in global form may be
exchanged, in whole or in part, for the individual Debt Securities
represented thereby; (4) the person to whom any interest on any
Debt Security of the series shall be payable if other than the
person in whose name the Debt Security is registered on the Regular
Record Date; (5) the date or dates on which such Debt Securities
will mature; (6) the rate or rates of interest, if any, or the
method of calculation thereof, which such Debt Securities will bear
and, if interest will not be payable in cash, the terms of any
securities of the Company to be issued in payment of interest; (7)
the date or dates from which any such interest will accrue, the
Interest Payment Dates on which any such interest on such Debt
Securities will be payable and the Regular Record Date for any
interest payable on any Interest Payment Date; (8) the place or
places where the principal of, premium (if any) and interest on
such Debt Securities will be payable; (9) whether such Debt
Securities will be Senior Securities or Subordinated Securities;
(10) the period or periods within which, the events upon the
occurrence of which, the price or prices at which, such Debt
Securities may, pursuant to any optional or mandatory provisions,
be redeemed or purchased, in whole or in part, by the Company and
any terms and conditions relevant thereto; (11) the obligation of
the Company, if any, to redeem or repurchase such Debt Securities
at the option of the Holders; (12) the denominations in which any
such Debt Securities will be issuable, if other than denominations
of $1,000 and any integral multiple thereof; (13) the currency,
currencies or currency unit or units of payment of principal of and
any premium and interest on such Debt Securities if other than U.S.
dollars; (14) any index or formula used to determine the amount of
payments of principal of or any premium and interest on such Debt
Securities; (15) if the principal of or any premium or interest on
such Debt Securities is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency
units other than that or those in which such Debt Securities are
stated to be payable, the currency, currencies or currency units in
which payment of the principal shall be payable, and the periods
within which and the terms and conditions upon which such election
is to be made; (16) if other than the full principal amount
thereof, the portion of the principal amount of such Debt
Securities of the series which will be payable upon declaration of
the acceleration of the Maturity thereof; (17) the applicability of
certain covenants for the benefit of the holders of such Debt
Securities; (18) the applicability of any provisions described
under "--Defeasance"; (19) the terms and conditions, if any,
pursuant to which such Debt Securities are convertible or
exchangeable into Common Stock or other securities; and (20) any
other terms of such Debt Securities not inconsistent with the
provisions of the respective Indentures.
Debt Securities may be issued at a discount from their
principal amount. United States Federal income tax considerations
and other special considerations applicable to any such Original
Issue Discount Securities may be described in the applicable
Prospectus Supplement.
If the purchase price of any of the Debt Securities is
denominated in a foreign currency or currencies or a foreign
currency unit or units or if the principal of and any premium and
interest on any series of Debt Securities is payable in a foreign
currency or currencies or a foreign currency unit or units, the
restrictions, elections, general tax considerations, specific terms
and other information with respect to such issue of Debt Securities
and such foreign currency or currencies or foreign currency unit or
units will be set forth in the applicable Prospectus Supplement.
Subordination of Subordinated Securities
The indebtedness evidenced by the Subordinated Securities will
be subordinated and junior in right of payment to the extent set
forth in the Subordinated Indenture to the prior payment in full of
amounts then due on all Senior Indebtedness. No payment shall be
made by the Company on account of principal of (or premium, if any)
or interest on the Subordinated Securities or on account of the
purchase or other acquisition of Subordinated Securities, if there
shall have occurred and be continuing a default in the payment of
principal (or premium, if any) or interest on any Senior
Indebtedness when it becomes due or, if any event of default with
respect to any Senior Indebtedness which automatically accelerates
or permits the acceleration of the maturity of such Senior
Indebtedness shall have occurred, unless and until such default or
event of default shall have been cured or waived or, in the case of
non-payment defaults, such event of default is not the subject of
judicial proceedings or the maturity of such Senior Indebtedness is
not accelerated 180 days after the Company is given written notice
of such default. By reason of these provisions, in the event of a
default with respect to any Senior Indebtedness, whether now
outstanding or hereafter issued, payments of principal of (and
premium, if any) and interest on the Subordinated Securities may
not be permitted to be made until such default is cured or such
Senior Indebtedness is paid in full.
Upon any distribution of assets of the Company upon any
receivership, dissolution, winding-up, liquidation, reorganization
or similar proceedings of the Company, whether voluntary or
involuntary, or in bankruptcy or insolvency, all principal of (and
premium, if any) and interest due upon all Senior Indebtedness must
be paid in full before the Holders of the Subordinated Securities
or the Trustee is entitled to receive or retain any assets so
distributed in respect of the Subordinated Securities. By reason
of this provision, in the event of insolvency Holders of the
Subordinated Securities may recover less, ratably, than other
creditors of the Company, including holders of Senior Indebtedness.
Unless otherwise defined in the applicable Prospectus
Supplement, "Senior Indebtedness" means the principal of (and
premium, if any) and interest on (a) all indebtedness of the
Company (including indebtedness of others guaranteed by the
Company) other than the Subordinated Securities, which is (i) for
money borrowed or (ii) evidenced by a note or similar instrument
given in connection with the acquisition of any businesses,
properties or assets of any kind, (b) obligations of the Company as
lessee under leases required to be capitalized on the balance sheet
of the lessee under generally accepted accounting principles and
(c) amendments, renewals, extensions, modifications and refunding
of any such indebtedness or obligation, in any such case whether
outstanding on the date of the Indenture or thereafter created,
incurred or assumed, unless in any case in the instrument creating
or evidencing any such indebtedness or obligation or pursuant to
which the same is outstanding it is provided that such indebtedness
or obligation is not superior in right of payment to the
Subordinated Securities or it is provided that such obligation is
subordinated to senior indebtedness to substantially the same
extent as the Subordinated Securities are subordinated to Senior
Indebtedness.
Form, Exchange, Registration, Conversion, Transfer and Payment
Unless otherwise indicated in the applicable Prospectus
Supplement, the Debt Securities will be issued only in fully
registered form in denominations of $1,000 or integral multiples
thereof. Unless otherwise indicated in the applicable Prospectus
Supplement, payment of principal of (and premium, if any) and
interest on the Debt Securities will be payable, and the exchange,
conversion and transfer of Debt Securities will be registerable, at
the office or agency of the Company maintained for such purposes
and at any other office or agency maintained for such purpose. No
service charge will be made for any registration of transfer or
exchange of the Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
All moneys paid by the Company to a Paying Agent for the
payment of principal of (and premium, if any) or interest on any
Debt Security which remain unclaimed for two years after such
principal, premium or interest has become due and payable may be
repaid to the Company and thereafter the Holder of such Debt
Security may look only to the Company for payment thereof.
Book-Entry Debt Securities
The Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities that will be
deposited with, or on behalf of, a Depositary ("Depositary") or its
nominee identified in the applicable Prospectus Supplement. In
such a case, one or more Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the
aggregate principal amount of Outstanding Debt Securities of the
series to be represented by such Global Security or Securities.
Unless and until it is exchanged in whole or in part for Debt
Securities in registered form, a Global Security may not be
registered for transfer or exchange except as a whole by the
Depositary for such Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any nominee to
a successor Depositary or a nominee of such successor Depositary
and except in the circumstances described in the applicable
Prospectus Supplement.
The specific terms of the depositary arrangement with respect
to any portion of a series of Debt Securities to be represented by
a Global Security will be described in the applicable Prospectus
Supplement. The Company expects that the following provisions will
apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus
Supplement, Debt Securities which are to be represented by a Global
Security to be deposited with or on behalf of a Depositary will be
represented by a Global Security registered in the name of such
Depositary or its nominee. Upon the issuance of such Global
Security, the Depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts
of the Debt Securities represented by such Global Security to the
accounts of institutions that have accounts with such Depositary or
its nominee ("participants"). The accounts to be credited will be
designated by the underwriters or agents with respect to the offer
of such Debt Securities or by the Company, if such Debt Securities
are offered and sold directly by the Company. Ownership of
beneficial interest in such Global Security will be limited to
participants or Persons that may hold interest through
participants. Ownership of beneficial interests by participants in
such Global Security will be shown on, and the transfer of that
ownership interest within such participant will be effected only
through, records maintained by such participant. The laws of some
jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The
foregoing limitations and such laws may impair the ability to
transfer beneficial interests in such Global Securities.
So long as the Depositary for a Global Security, or its
nominee, is the registered owner of such Global Security, such
Depositary or such nominee, as the case may be, will be considered
the sole owner or Holder of the Securities represented by such
Global Security for all purposes under the applicable Indenture.
Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be
entitled to have Debt Securities of the series represented by such
Global Security registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities of such
series in certificated form and will not be considered the Holders
thereof for any purposes under the applicable Indenture.
Accordingly, each Person owning a beneficial interest in such
Global Security must rely on the procedures of the Depositary and,
if such Person is not a participant, on the procedures of the
participant through which such Person owns its interest, to
exercise any rights of a Holder under the applicable Indenture.
The Company understands that under existing industry practices, if
the Company requests any action of Holders or any owner of a
beneficial interest in such Global Security desires to give any
notice or take any action a Holder is entitled to give or take
under an Indenture, the Depositary would authorize the participants
to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to
give such notice or take such action or would otherwise act upon
the instructions of beneficial owners owning through them.
Principal of (and premium, if any) and interest on a Global
Security will be payable in the manner described in the applicable
Prospectus Supplement.
Certain Covenants of the Company
Specific covenants for the benefit of the holders of a
particular series of Debt Securities will be set forth in the
applicable Prospectus Supplements. These may include, among
others, covenants restricting the incurrence of additional Senior
Indebtedness and restricting certain sale and leaseback
transactions and covenants affording a Holder the right to have
Debt Securities repurchased by the Company upon the happening of
certain events.
Events of Default
The following are Events of Default under the Indentures with
respect of Debt Securities of any series: (a) failure to pay
principal of (or premium, if any on) any Debt Security of that
series when due; (b) failure to pay any interest on any Debt
Security of that series when due and the continuance of such
failure for 30 days; (c) failure to make any sinking fund payment,
when due, in respect of any Debt Security of that series; (d)
failure to perform any other covenant of the Company in the
applicable Indenture (other than a covenant included in such
Indenture solely for the benefit of a series of Debt Securities
other than that series), and the continuance of such failure for 30
days after written notice as provided in the respective Indentures;
(e) failure to pay at the final maturity thereof the principal of,
or acceleration of, any indebtedness for money borrowed by the
Company in excess of the amount specified in the applicable
Prospectus Supplement with respect to Debt Securities of that
series, if such indebtedness is not discharged, or such
acceleration is not annulled, as provided in the respective
Indentures; (f) certain events of bankruptcy, insolvency or
reorganization; and (g) any other Event of Default provided with
respect to Debt Securities of that series.
If an Event of Default with respect to Outstanding Debt
Securities of any series shall occur and be continuing, either the
Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of the series by notice
as provided in the respective Indentures may declare the principal
amount (or, if the Debt Securities of that series are Original
Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) of all Debt
Securities of that series to be due and payable immediately.
However, at any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before
a judgement or decree based on such acceleration has been obtained,
the Holders of a majority in principal amount of the Outstanding
Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. For information as to waiver
of defaults, see "--Modification and Waiver."
The Indentures provide that, subject to the duty of the
respective Trustees thereunder during an Event of Default to act
with the required standard of care, such Trustee will be under no
obligation to exercise any of its rights or powers under the
respective Indentures at the request or direction of any of the
Holders, unless such Holders shall have offered to such Trustee
reasonable security or indemnity. Subject to certain provisions,
including those requiring security or indemnifications of the
Trustees, the Holders of a majority in principal amount of the
Outstanding Debt Securities of any series will have the right to
direct the time, method and place of conducting any proceeding for
any remedy available to the applicable Trustee, or exercising any
trust or power conferred on such Trustee, with respect to the Debt
Securities of that series.
No Holder of a Debt Security of any series will have any right
to institute any proceeding with respect to the applicable
Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the applicable Trustee written notice of
a continuing Event of Default (as defined) and unless also the
Holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of the same series shall have made
written request, and offered reasonable indemnity, to the Trustee
to institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of the same series a
direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, such
limitations do not apply to a suit instituted by a Holder of a Debt
Security for enforcement of payment of the principal of and
interest on such Debt Security on or after the respective due dates
expressed in such Debt Security.
The Company will be required to furnish to the Trustees
annually a statement as to the performance by the Company of its
obligations under the respective Indentures and as to any default
in such performance.
Modification and Waiver
Modifications and amendments of the respective Indentures may
be made by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of each series affected thereby;
provided, however, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt Security
affected thereby: (a) change the Stated Maturity of the principal
of, or any installment of principal of, or interest on, any Debt
Security; (b) reduce the principal amount of, the rate of interest
on (or premium, if any) payable upon the redemption of, any Debt
Security; (c) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the Maturity
thereof; (d) change the place or currency of payment of principal
of (or premium, if any) or interest on any Debt Security; (e)
impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security on or after the
Stated Maturity or Redemption Date thereof; or (f) reduce the
percentage in principal amount of Outstanding Debt Securities of
any series, the consent of the Holders of which is required for
modification or amendment of the applicable Indenture or for waiver
of compliance with certain provisions of the applicable Indenture
or for waiver of certain defaults.
The Holders of at least a majority in aggregate principal
amount of the Outstanding Debt Securities of any series may on
behalf of the Holders of all Debt Securities of that series waive,
insofar as that series is concerned, compliance by the Company with
certain covenants of the applicable Indenture. The Holders of not
less than a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the Holders of all Debt
Securities of that series, waive any past default under the
applicable Indenture with respect to that series, except a default
in the payment of the principal of (or premium, if any) or interest
on, any Debt Security of that series or in respect of a provision
which under the applicable Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security
of that series affected.
Consolidation, Merger and Sale of Assets
The Company, without the consent of any Holders of Outstanding
Debt Securities, may consolidate with or merge into, or transfer or
lease its assets substantially as an entirety to, any Person, and
any other Person may consolidate with or merge into, or transfer or
lease its assets substantially as an entirety to, the Company,
provided (a) that the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or which
acquires or leases the assets of the Company substantially as an
entirety is a Person organized and existing under the laws of any
United States jurisdiction and assumes the Company's obligations on
the Debt Securities and under the respective Indentures, (b) that
after giving effect to such transaction no Event of Default, shall
have occurred and be continuing, and (c) that certain other
conditions are met.
Defeasance
If so indicated in the applicable Prospectus Supplement with
respect to the Debt Securities of a series, the Company, at its
option, (i) will be discharged from any and all obligations in
respect of the Debt Securities of such series (except for certain
obligations to register the transfer or exchange of Debt Securities
of such series, to replace destroyed, stolen, lost or mutilated
Debt Securities of such series, and to maintain an office or agency
in respect of the Debt Securities and hold moneys for payment in
trust) or (ii) will be released from its obligations to comply with
covenants and the occurrence of an event described in clause (d)
under "Events of Default" above with respect to any defeased
covenant and clauses (e) and (g) of the "Events of Default" above
shall no longer be an Event of Default if, in either case, the
Company irrevocably deposits with the Trustee, in trust, money or
U.S. Government Obligations that through the payment of interest
thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal of
(and premium, if any) and any interest on the Debt Securities of
such series on the dates such payments are due (which may include
one or more redemption dates designated by the Company) in
accordance with the terms of such Debt Securities. Such a trust
may only be established if, among other things, (a) no Event of
Default or event which with the giving of notice or lapse of time,
or both, would become an Event of Default under the applicable
Indenture shall have occurred and be continuing on the date of such
deposit, (b) no Event of Default described under clause (f) under
"Events of Default" above or event which with the giving of notice
or lapse of time, or both, would become an Event of Default
described under such clause (f) shall have occurred and be
continuing at any time during the period ending on the 91st day
following such date of deposit, and (c) the Company shall have
delivered an Opinion of Counsel to the effect that the Holders of
the Debt Securities will not recognize gain or loss for United
States Federal income tax purposes as a result of such deposit or
defeasance and will be subject to United States Federal income tax
in the same manner as if such defeasance had not occurred. In the
event the Company omits to comply with its remaining obligations
under the applicable Indenture after a defeasance of such Indenture
with respect to the Debt Securities of any series as described
under clause (ii) above and the Debt Securities of such series are
declared due and payable because of the occurrence of any
undefeased 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 Debt Securities of such
series at the time of the acceleration resulting from such Event of
Default. However, the Company will remain liable in respect of
such payments.
Notwithstanding the description set forth under "Subordination
of Subordinated Securities", in the event that the Company deposits
money or U.S. Government Obligations in compliance with the
Subordinated Indenture in order to defease all or certain of its
obligations with respect to any Subordinated Securities, the moneys
or U.S. Government Obligations so deposited will not be subject to
the subordination provisions of the Subordinated Indenture and the
indebtedness evidenced by such Subordinated Securities will not be
subordinated in right of payment to the holders of Senior
Indebtedness to the extent of the moneys or U.S. Government
Obligations so deposited.
Governing Law
The Indentures and the Debt Securities will be governed by,
and construed in accordance with, the laws of the State of New
York.
Regarding the Trustee
The Indentures contain certain limitations on the right of the
Trustee, should it become a creditor of the Company, to obtain
payment of claims in certain cases, or to realize for its own
account on certain property received in respect of any such claim
as security or otherwise. The Trustee will be permitted to engage
in certain other transactions; however, if it acquires any
conflicting interest and there is a default under the Debt
Securities, it must eliminate such conflict or resign.
Pursuant to the Trust Indenture Act of 1939, as amended, if
both Senior Securities and Subordinated Securities are outstanding
and a default should occur with respect to either the Senior
Securities under the Senior Indenture or the Subordinated
Securities under the Subordinated Indenture, and if the same entity
is then acting as Trustee under both Indentures, such Trustee would
be required to resign as Trustee under one of the Indentures within
90 days of such default unless such default were cured, duly waived
or otherwise eliminated.
DESCRIPTION OF PREFERRED STOCK
The following is a description of certain general terms and
provisions of the Preferred Stock. The particular terms of any
series of Preferred Stock will be described in the applicable
Prospectus Supplement. If so indicated in a Prospectus Supplement,
the terms of any such series may differ from the terms set forth
below. Certain provisions applicable to the Preferred Stock are
set forth under "Description of Common Stock."
The summary of terms of the Company's preferred stock
(including the Preferred Stock) contained in this Prospectus does
not purport to be complete and is subject to, and qualified in its
entirety by, the provisions of the Company's Certificate of
Incorporation and the certificate of designations relating to each
series of the Preferred Stock (the "Certificate of Designations"),
which will be filed as an exhibit to or incorporated by reference
in the Registration Statement of which this Prospectus is a part at
or prior to the time of issuance of such series of the Preferred
Stock.
The Company's Certificate of Incorporation authorizes the
issuance of 5,000,000 shares of preferred stock, par value of $.001
per share. As of the date of this Prospectus, there were no shares
of the Company's preferred stock outstanding. The Company's
preferred stock may be issued from time to time in one or more
series, without stockholder approval. Subject to limitations
prescribed by law, the Board of Directors is authorized to
determine the voting powers (if any), designation, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, for each
series of preferred stock that may be issued, and to fix the number
of shares of each such series. Thus, the Board of Directors,
without stockholder approval, could authorize the issuance of
preferred stock with voting, conversion and other rights that could
adversely affect the voting power and other rights of holders of
Common Stock or other series of preferred stock or that could have
the effect of delaying, deferring or preventing a change in control
of the Company. See "Description of Common Stock."
The Preferred Stock shall have the dividend, liquidation,
redemption and voting rights set forth below unless otherwise
provided in a Prospectus Supplement relating to a particular series
of the Preferred Stock. The applicable Prospectus Supplement will
describe the following terms of the series of Preferred Stock in
respect of which this Prospectus is being delivered: (1) the
designation and stated value per share of such Preferred Stock and
the number of shares offered; (2) the amount of liquidation
preference per share; (3) the initial public offering price at
which such Preferred Stock will be issued; (4) the dividend rate
(or method of calculation), the dates on which dividends shall be
payable and the dates from which dividends shall commence to
cumulate, if any; (5) any redemption or sinking fund provisions;
(6) any conversion or exchange rights; and (7) any additional
voting, dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.
General
The Preferred Stock offered hereby may be issued in one or
more series. The holders of Preferred Stock will have no
preemptive rights. Each share of Preferred Stock, upon issuance
against full payment of the purchase price therefor, will be
fully paid and nonassessable. Neither the par value nor the
liquidation preference is indicative of the price at which the
Preferred Stock will actually trade on or after the date of
issuance. The applicable Prospectus Supplement will contain a
description of certain United States Federal income tax
consequences relating to the purchase and ownership of the series
of Preferred Stock offered by such Prospectus Supplement.
Rank
The Preferred Stock shall, with respect to dividend rights
and rights on liquidation, winding up and dissolution of the
Company, rank prior to the Company's Common Stock and to all
other classes and series of equity securities of the Company now
or hereafter authorized, issued or outstanding (the Common Stock
and such other classes and series of equity securities
collectively may be referred to herein as the "Junior Stock"),
other than any classes or series of equity securities of the
Company ranking on a parity with (the "Parity Stock") or senior
to the Preferred Stock as to dividend rights and rights upon
liquidation, winding up or dissolution of the Company. The
Preferred Stock shall be junior to all outstanding indebtedness
of the Company.
Dividends
Holders of shares of Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of
funds of the Company legally available for payment, cash dividends,
or if not cash dividends, dividends payable in Securities of the
Company, payable at such dates and at such rates per share per
annum as set forth in the applicable Prospectus Supplement. Such
rate may be fixed or variable or both. Each declared dividend
shall be payable to holders of record as they appear at the close
of business on the stock books of the Company on such record dates,
not more than 60 calendar days preceding the payment dates
therefor, as are determined by the Board of Directors (each of such
dates, a "Record Date").
Such dividends may be cumulative or noncumulative, as provided
in the applicable Prospectus Supplement. If dividends on a series
of Preferred Stock are noncumulative and if the Board of Director
fails to declare a dividend in respect of a dividend period with
respect to such series, then holders of such Preferred Stock will
have no right to receive a dividend in respect of such dividend
period, and the Company will have no obligation to pay the dividend
for such period, whether or not dividends are declared payable on
any future dividend payment dates. Dividends on the shares of each
series of Preferred Stock for which dividends are cumulative will
accrue from the date on which the Company initially issues shares
of such series.
No full dividends shall be declared or paid or set apart for
payment on preferred stock of the Company of any series ranking, as
to dividends, on a parity with the series of Preferred Stock
offered by the accompanying Prospectus Supplement for any period
unless full dividends for the immediately preceding dividend period
on such Preferred Stock (including any accumulation in respect of
unpaid dividends for prior dividend periods, if dividends on such
Preferred Stock are cumulative) have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment
thereof is set apart for such payment. When dividends are not so
paid in full (or a sum sufficient for such full payment is not so
set apart) upon such Preferred Stock and any other preferred stock
of the Company ranking on a parity as to dividends with the
Preferred Stock, dividends upon shares of such Preferred Stock and
dividends on such other preferred stock shall be declared pro rata
so that the amount of dividends declared per share on such
Preferred Stock and such other preferred stock shall in all cases
bear to each other the same ratio that accrued dividends for the
then-current dividend period per share on the shares of such
Preferred Stock (including any accumulation in respect of unpaid
dividends for prior dividend period, if dividends on such Preferred
Stock are cumulative) and accrued dividends, including required or
permitted accumulation, if any, on shares of such other preferred
stock, bear to each other. Unless full dividends on the series of
Preferred Stock offered by the accompanying Prospectus Supplement
have been declared and paid or set apart for payment for the
immediately preceding dividend period (including any accumulation
in respect of unpaid dividends for prior dividend periods, if
dividends on such Preferred Stock are cumulative) (a) no cash
dividend or distribution (other than in shares of Junior Stock) may
be declared, set aside or paid on the Junior Stock, (b) the Company
may not repurchase, redeem or otherwise acquire any shares of its
Junior Stock (except by conversion into or exchange for Junior
Stock) and (c) the Company may not, directly or indirectly,
repurchase, redeem or otherwise acquire any shares of Preferred
Stock or Parity Stock otherwise than pursuant to certain pro rata
offers to purchase or a concurrent redemption of all, or a pro rata
portion, of the outstanding shares of such Preferred Stock and
Parity Stock (except by conversion into or exchange for Junior
Stock).
Convertibility
The terms, if any, on which shares of Preferred Stock of any
series may be exchanged for or converted (mandatorily or otherwise)
into shares of Common Stock of the Company or another series of
Preferred Stock or other securities of the Company will be set
forth in the Prospectus Supplement relating thereto. See
"Description of Common Stock."
Redemption
The terms, if any, on which shares of Preferred Stock of any
series may be redeemed will be set forth in the Prospectus
Supplement relating thereto.
Liquidation
Unless otherwise specified in the applicable Prospectus
Supplement, in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company, the
holders of a series of Preferred Stock will be entitled, subject to
the rights of creditors, but before any distribution or payment to
the holders of Common Stock or any other security ranking junior to
the Preferred Stock on liquidation, dissolution or winding up of
the Company, to receive an amount per share as set forth in the
related Prospectus Supplement plus accrued and unpaid dividends.
If the amounts available for distribution with respect to the
Preferred Stock and all other outstanding stock of the Company
ranking on a parity with the Preferred Stock upon liquidation are
not sufficient to satisfy the full liquidation rights of all the
outstanding Preferred Stock and stock ranking on a parity
therewith, then the holders of each series of such stock will share
ratably in any such distribution of assets in proportion to the
full respective preferential amount (which in the case of preferred
stock may include accumulated dividends) to which they are
entitled. After payment of the full amount of the liquidation
preference, the holders of shares of Preferred Stock will not be
entitled to any further participation in any distribution of assets
by the Company.
Voting
The Preferred Stock of a series will not be entitled to vote,
except as provided in the applicable Prospectus Supplement and as
required by applicable law.
No Other Rights
The shares of a series of Preferred Stock will not have any
preferences, voting powers or relative, participating, optional
or other special rights except as set forth above or in the
related Prospectus Supplement, the Certificate of Incorporation
and in the Certificate of Designations or as otherwise required
by law.
Transfer Agent and Registrar
The transfer agent and registrar for each series of
Preferred Stock will be described in the Prospectus Supplement
relating thereto.
DESCRIPTION OF COMMON STOCK
The Company's Certificate of Incorporation authorizes the
issuance of 75,000,000 shares of Common Stock, par value $.001
per share. As of December 22, 1996 there were 38,895,067 shares
of Common Stock outstanding. The following is a summary of the
rights and privileges of the holders of Common Stock. These
rights and privileges are subject to the rights and privileges of
the holders of preferred stock of the Company (including
Preferred Stock, if any, which may hereafter be issued):
Dividend Rights. Subject to the preferential rights of the
holders of shares of preferred stock of the Company, holders of
Common stock are entitled to share ratably in such dividends, if
any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor.
Voting Rights. Holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of the
Company's stockholders. The Common Stock does not have
cumulative voting rights, which means that (subject to the rights
of the holders of preferred stock of the Company) the holders of
a majority of the shares voting for election of directors can
elect all members of the Board of Directors.
Liquidation Rights. Upon liquidation, dissolution or
winding up of the Company, holders of Common Stock will be
entitled to share ratably in the assets of the Company legally
available for distribution to stockholders after payment of
liabilities and subject to the prior rights of any holders of
preferred stock of the Company then outstanding.
Other Rights. Holders of Common Stock have no conversion,
sinking fund, redemption, preemptive or subscription rights.
The transfer agent and registrar for the Common Stock is
American Stock Transfer & Trust Company, 40 Wall Street, New
York, NY 10005.
DESCRIPTION OF WARRANTS
General
The Company may issue Warrants to purchase Debt Securities
("Debt Warrants"), Warrants to purchase Preferred Stock or Warrants
to purchase Common Stock. Warrants may be issued independently or
together with any Debt Securities and may be attached to or
separate from such Debt Securities. Each series of Warrants will
be issued under a separate warrant agreement (each a "Warrant
Agreement") to be entered into between the Company and a warrant
agent ("Warrant Agent"). The Warrant Agent will act solely as an
agent of the Company in connection with the Warrants or such series
and will not assume any obligation or relationship of agency or
trust for or with any holders or beneficial owners of Warrants.
The following sets forth certain general terms and provisions of
the Warrants offered hereby. Further terms of the Warrants and the
applicable Warrant Agreement will be set forth in the applicable
Prospectus Supplement.
Debt Warrants
The applicable Prospectus Supplement will describe the
following terms of the Debt Warrants in respect of which this
Prospectus is being delivered: (1) the title of such Debt
Warrants; (2) the aggregate number of such Debt Warrants; (3) the
price or prices at which such Debt Warrants will be issued; (4) the
currency or currencies, including composite currencies, in which
the price of such Debt Warrants may be payable; (5) the
designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise of such Debt Warrants; (6) if
applicable, the designation and terms of the Debt Securities with
which such Debt Warrants are issued and the number of such Debt
Warrants issued with each such Debt Security; (7) the currency or
currencies, including composite currencies, in which the principal
of or any premium or interest on the Debt Securities purchasable
upon exercise of such Debt Warrant will be payable; (8) if
applicable, the date on and after which such Debt Warrants and the
related Debt Securities will be separately transferable; (9) the
price at which and currency or currencies, including composite
currencies, in which the Debt Securities purchasable upon exercise
of such Debt Warrants may be purchased; (10) the date on which the
right to exercise such Debt Warrants shall commence and the date on
which such right shall expire; (11) if applicable, the minimum or
maximum amount of such Debt Warrants which may be exercised at any
one time; (12) information with respect to book entry procedures,
if any; (13) if applicable, a discussion of certain United States
Federal income tax considerations; and (14) any other terms of such
Debt Warrants, including terms, procedures and limitations relating
to the exchange and exercise of such Debt Warrants.
Warrants to Purchase Preferred Stock or Common Stock
The Company may issue Warrants to purchase Preferred Stock
or Warrants to purchase Common Stock. The applicable Prospectus
Supplement will describe the following terms of any such Warrants
in respect of which this Prospectus is being delivered: (1) the
title of such Warrants; (2) whether such Warrants are exercisable
for Preferred Stock or for Common Stock; (3) the price or prices
at which such Warrants will be issued; (4) the currency or
currencies, including composite currencies, in which the price of
such Warrants may be payable; (5) if applicable, the designation
and terms of the Preferred Stock or Common Stock with which such
Warrants are issued and the number of such Warrants issued with
each share of Preferred Stock or Common Stock; (6) if applicable,
the date on and after which such Warrants and the related
Preferred Stock or Common Stock will be separately transferable;
(7) if applicable, a discussion of certain United States Federal
income tax considerations; and (8) any other terms of such
Warrants, including terms, procedures and limitations relating to
the exchange and exercise of such Warrants.
PLAN OF DISTRIBUTION
The Company may offer Securities to or through underwriters,
through agents or directly to other purchasers.
The distribution of Securities may be effected from time to
time in one or more transactions at a fixed price or prices,
which may be changed, at market prices prevailing at the time of
sale, at prices related to such market prices or at negotiated
prices.
In connection with the sale of Securities, underwriters or
agents may receive compensation from the Company or from
purchasers in the form of discounts, concessions or commissions.
Underwriters, agents and dealers participating in the
distribution of the Securities may be deemed to be underwriters
within the meaning of the Securities Act.
Pursuant to agreements which may be entered into between the
Company and any underwriters or agents named in the applicable
Prospectus Supplement, such underwriters or agents may be
entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the
Company will authorize underwriters or other persons acting as
agents for the Company to solicit offers by certain institutional
investors to purchase Debt Securities or Preferred Stock from the
Company pursuant to contracts providing for payment and delivery
on a future date. Institutions with which such contracts may be
made include commercial and saving banks, insurance companies,
pension funds, investment companies, educational and charitable
institutions and others, but shall in all cases be subject to the
approval of the Company. The obligations of the purchaser under
any such contract will not be subject to any conditions except
(i) the investment in the Debt Securities or Preferred Stock by
the institution shall not at the time of delivery be prohibited
by the law of any jurisdiction in the United states to which such
institution is subject, and (ii) if a portion of the Debt
Securities or Preferred Stock is being sold to underwriters, the
Company shall have sold to such underwriters the Debt Securities
or Preferred Stock not sold for delayed delivery. Underwriters
and such other persons will not have any responsibility in
respect of the validity or performance of such contacts.
All Debt Securities, Preferred Stock and Warrants offered
may be a new issue of securities with no established trading
market. Any underwriters to whom such Debt Securities, Preferred
Stock and Warrants are sold by the Company for public offering
and sale may make a market in such Debt Securities, Preferred
Stock and Warrants, but such underwriters will not be obligated
to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of
or the trading markets for any Debt Securities, Preferred Stock
or Warrants.
Certain of the underwriters or agents and their associates
may be engaged in transactions with and perform services for the
Company in the ordinary course of business.
The specific terms and manner of sale of the Securities in
respect of which this Prospectus is being delivered are set forth
or summarized in the applicable Prospectus Supplement.
VALIDITY OF SECURITIES
The validity of the Securities offered will be passed upon
for the Company by Ehrenreich & Krause. Counsel for the
Underwriters or agents, if any, will be named in a Prospectus
Supplement.
EXPERTS
The consolidated financial statements of United Waste
Systems Inc., appearing in the Company's Annual Report (Form 10-K) for the year
ended December 31, 1995, and the supplemental
consolidated financial statements of United Waste Systems, Inc.,
appearing in the Company's Current Report on Form 8-K dated June
28, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein
and incorporated herein by reference. Such consolidated and
supplemental consolidated financial statements are incorporated
herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
The combined financial statements of the PRM Acquired
Companies appearing in the Company's Form 8-K/A dated September
19, 1995, and incorporated by reference herein have been audited
by Coopers & Lybrand L.L.P., independent accountants as set forth
in their report thereon appearing therein, and are incorporated
by reference herein in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
PART II
Item 14. Other Expenses of Issuance and Distribution
The expenses of the Registrant in connection with the
distribution of the securities being registered hereunder are set
forth below and will be borne by the Registrant:
Securities and Exchange Commission
registration fee $ 45,455
Blue sky fees and expenses 2,000
Printing and engraving expenses 40,000
Accounting fees and expenses 50,000
Legal fees and expenses (other
than relating to blue sky) 50,000
Rating agency fees 40,000
Trustees' fees 15,000
Miscellaneous 25,545
-------
Total $268,000
---------
---------
All amounts except the registration fee are estimated.
Item 15. Indemnification of Directors and Officers.
Pursuant to specific authority granted by Section 102 of the
Delaware General Corporation Law (the "DGCL"), Article X of the
Registrant's Certificate of Incorporation contains the following
provision regarding limitation of liability of directors and
officers:
The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted
by Paragraph (7) of subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware, as the same may be
amended and supplemented, or any corresponding provision of the
General Corporation Law of the State of Delaware.
The Registrant, as a Delaware corporation, is empowered by
Section 145 of the DGCL, subject to the procedures and limitation
stated therein, to indemnify any person against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his
being or having been a director, officer, employer or agent of
the Registrant. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors,
or otherwise. Article IX of Registrant's Amended and Restated
Certificate of Incorporation and Article V of Registrant's By-laws both
provide for indemnification of its officers and
directors to the full extent permitted by the DGCL. In addition,
the Company has entered into indemnification agreements with each
of its directors and officers. In general, these agreements
require the Company to indemnify each of such persons against
expenses, judgments, fines, settlements and other liabilities
incurred in connection with any proceeding (including a
derivative action) to which such person may be made a party by
reason of the fact that such person is or was a director, officer
or employee of the Company or guaranteed any obligations of the
Company, provided that the right of an indemnitee to receive
indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to indemnification unless he acted in
good faith and in a manner that he reasonably believed to be in
or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe such conduct was unlawful and (ii) in the case
of a derivative action, an indemnitee is not entitled to
indemnification in the event that he is judged in a final non-appealable
decision of a court of competent jurisdiction to be
liable to the Company due to willful misconduct in the
performance of his duties to the Company (unless and only to the
extent that the court determines that the indemnitee is fairly
and reasonably entitled to indemnification).
Pursuant to Section 145 of the DGCL, Registrant has
purchased insurance on behalf of its present and former directors
and officers against any liability asserted against or incurred
by them in such capacity or arising out of their status as such.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned 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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference 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 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.
(b) The undersigned Registrant hereby undertakes 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 and
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.
(c) 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.
(d) The undersigned registrant hereby undertakes that:
(i) For the purpose of determining any liability under
the Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
(e) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
Senior Trustee and the Subordinated Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3, and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, hereunto duly authorized, in
Greenwich, Connecticut, on the 27th day of December, 1996.
United Waste Systems, Inc.
By: Michael J. Nolan
-----------------
Michael J. Nolan
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in their respective capacities and on the respective
dates set forth opposite their names. Each person whose
signature appears below hereby authorizes Bradley S. Jacobs, John
N. Milne and Michael J. Nolan and each with full power of
substitution, to execute in the name and on behalf of such person
any amendment or any post-effective amendment to this
Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the Registrant deems
appropriate, and appoints each of Bradley S. Jacobs, John N.
Milne and Michael J. Nolan, each with full power of substitution,
attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection
therewith.
Bradley S. Jacobs
- --------------------
Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal
Executive Officer)
December 27, 1996
John N. Milne
- --------------------
John N. Milne, Director
December 27, 1996
- --------------------
G. Chris Andersen, Director
December , 1996
Lawrence J. Twill, Sr.
- --------------------
Lawrence J. Twill, Sr., Director
December 27, 1996
Christian Weyer
- --------------------
Christian Weyer, Director
December 23, 1996
J Bryan Williams, III
- --------------------
J Bryan Williams, III, Director
December 27, 1996
Michael J. Nolan
- --------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
December 27, 1996
Sandra E. Welwood
- --------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
December 27, 1996
EXHIBIT INDEX
Exhibit Number and Exhibit
- --------------------------
4.1 Amended and Restated Certificate of Incorporation dated
October 31, 1991, as amended by (i) Certificate of Increase of
Designated Number of Shares of Series B Cumulative Convertible
Preferred Stock dated March 31, 1992, (ii) Certificate of
Correction to Amended and Restated Certificate of Incorporation
dated April 30, 1992, (iii) Certificate of Amendment to
Certificate of Incorporation dated October 9, 1992, (iv)
Certificate of Change of Location of Registered Office and
Registered Agent dated January 28, 1993, (v) Certificate of
Amendment to Certificate of Incorporation dated August 31, 1993,
and (vi) Certificate of Amendment to Certificate of
Incorporation dated June 12, 1996 (incorporated by reference to
Exhibit No. 4.1 to the Registration Statement on Form S-8
Commission File No. 333-14489)
4.2 By-laws (incorporated by reference to Exhibit No. 3.5
to the Registration Statement on Form S-1 Commission File
No. 33-53488)
4.3 Form of Senior Indenture, including form of Senior
Security (incorporated by reference to Exhibit No. 4.8 to the
Registration Statement on Form S-3 Commission File No. 33-83564)
4.4 Form of Subordinated Indenture, including form of
Subordinated Security (incorporated by reference to Exhibit No.
4.9 to the Registration Statement on Form S-3 Commission File
No. 33-83564)
12.1 Statement re computation of ratio of earnings to fixed
charges and ratio of earnings to fixed charges and preferred
stock dividends
5.1 Opinion of Ehrenreich & Krause
23.1 Consent of Ehrenreich & Krause (included in the
opinion filed as Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Awareness Letter of Coopers & Lybrand L.L.P.
23.5 Consent of Hanson Rotter & Green
23.6 Consent of Hanson Rotter & Green
24.1 Power of Attorney (included in Part II of the
Registration Statement under the caption "Signatures")
- ------------------
Exhibit 5.1
December 23, 1996
United Waste Systems, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-3
for Debt Securities, Preferred Stock,
Common Stock and Warrants
Ladies and Gentlemen:
We have acted as counsel to United Waste Systems, Inc.,
a Delaware corporation (the "Company"), in connection with the
filing of a Registration Statement on Form S-3, including the
exhibits thereto (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), for the
registration by the Company of Debt Securities, Preferred Stock,
Common Stock and Warrants having an aggregate initial offering
price of up to $150,000,000. Except as otherwise defined herein,
capitalized terms are used as defined in the Registration
Statement.
In connection with this opinion, we have examined
originals, or copies certified or otherwise identified to our
satisfaction, of the Registration Statement and such other
documents and records as we have deemed necessary. We have
assumed that (i) the issuance of any Securities, and the terms of
any such issuance, will have been duly approved by the Board of
Directors of the Company in accordance with applicable law, (ii)
the definitive terms of any Security offered pursuant to a
Prospectus Supplement will have been established in accordance
with the authorizing resolutions of the Board of Directors of the
Company and applicable law, (iii) the Registration Statement, and
any amendments thereto, will have become effective, (iv) a
Prospectus Supplement will have been filed with the Securities
and Exchange Commission (the "Commission") describing the
Securities offered thereby (the "Offered Securities") and (v) all
Securities will be issued in compliance with applicable federal
and state securities laws.
With respect to the issuance and sale of any Debt
Securities, we have assumed further that (i) an Indenture with
respect to such Debt Securities will have been executed and
delivered by the Company and the applicable Trustee in the form
filed as an exhibit to the Registration Statement, and such
Indenture will have been qualified under the Trust Indenture Act
of 1939, as amended, and (ii) such Debt Securities will have been
created, executed, authenticated, issued and delivered (a)
against receipt of the consideration therefor approved by the
Company and (b) as provided in the Indenture with respect
thereto.
With respect to the issuance and sale of any series of
Preferred Stock, we have assumed further that an appropriate
Certificate of Designation, setting forth the powers,
designations, preferences and relative, participating, optional
or other special rights, and the qualifications and restrictions
thereof, with respect to such series of Preferred Stock will have
been duly adopted and filed with the Secretary of state of the
State of Delaware in accordance with applicable law.
With respect to the issuance and sale of any Warrants,
we have assumed further that (i) such Warrants will have been
duly and validly authorized, created, executed and delivered by
the Company and duly executed by any Warrant agent appointed by
the Company, and (ii) such Warrants will have been issued and
delivered by the company against receipt of the consideration
therefor approved by the Company.
With respect to the issuance and sale of any Common
Stock, we have assumed further that such Common Stock will have
been duly authorized and reserved for issuance and certificates
evidencing the same will have been duly executed and delivered,
against receipt of the consideration approved by the Company
which will be no less than the par value thereof.
With respect to any Securities issuable upon
conversion, exchange or exercise of any Security being offered,
we have assumed that such Securities will be duly authorized,
created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise.
Based upon the foregoing, we are of the opinion that
(i) any Offered Securities will constitute legal, valid and
binding obligations of the Company and will be, in the case of
Debt Securities, entitled to the benefits provided by the
applicable Indenture, all subject to bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights
generally and general equitable principles, and (ii) any Offered
Securities consisting of Preferred Stock or Common Stock will be
duly authorized and validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the
State of New York and the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit
to the Registration statement and to the use of our name under
the caption "Validity of Securities." In giving this consent, we
do not admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
Ehrenreich & Krause
<TABLE>
Exhibit 12.1
UNITED WASTE SYSTEMS, INC.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO
OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
(UNAUDITED)
<CAPTION>
Nine Months Ended
Years ended December 31, Sept. 30,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Pretax income
from continuing
operations $ (884,557) $ 3,268,555 $ 16,485,591 $ 28,953,722 $43,609,343 $41,290,421
Fixed charges 3,008,606 3,309,877 5,179,058 7,335,587 11,713,791 12,779,198
Less:
Capitalized
interest (514,506) (156,897) (301,000) (722,000) (1,349,000) (1,200,000)
Amortization of
previously
capitalized
interest 85,533 145,916 125,849 173,983 263,916 343,916
Total earnings $ 1,695,076 $ 6,567,451 $ 21,489,498 $ 35,741,292 $54,238,050 $53,213,535
Interest
expense $ 2,417,000 $ 3,028,133 $ 4,705,363 $ 6,424,630 $10,061,290 $11,054,451
Interest
capitalized 514,506 156,897 301,000 722,000 1,349,000 1,200,000
Amortization
of debt
issue costs 34,393 52,523 123,470 146,134 260,000 499,830
Interest portion
of rental
expense 42,707 72,324 49,225 42,823 43,501 24,917
Total fixed
charges $3,008,606 $ 3,309,877 $ 5,179,058 $ 7,335,587 $11,713,791 $12,779,198
Ratio of
earnings to
fixed charges .6 2.0 4.1 4.9 4.6 4.2
</TABLE>
<TABLE>
Exhibit 12.1
UNITED WASTE SYSTEMS, INC.
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO
OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS (con't)
(UNAUDITED)
<CAPTION>
Nine Months Ended
Years ended December 31, Sept. 30,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Total fixed
charges $3,008,606 $ 3,309,877 $ 5,179,058 $ 7,335,587 $ 11,713,791 $ 12,779,198
Preferred dividends 15,506 1,849,873 1,948,315 1,275,180 372,501 0
Total fixed charges
and preferred
dividends 3,024,112 5,159,750 7,127,373 8,610,767 12,086,292 12,779,198
Ratio of earnings
to fixed charges and
preferred dividends .6 1.3 3.0 4.2 4.5 4.2
</TABLE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3 and the related
Prospectus of United Waste Systems, Inc., for the registration of
up to $150,000,000 of debt securities, preferred stock, common
stock and warrants, and to the incorporation by reference therein
of our report dated February 20, 1996 with respect to the
consolidated financial statements of United Waste Systems, Inc.
included in its Annual Report on Form 10-K for the year ended
December 31, 1995, and of our report dated June 28, 1996 (except
for Note 13 as to which the date is August 22, 1996) with respect
to the supplemental consolidated financial statements of United
Waste Systems, Inc. included in its Current Report on Form 8-K
dated June 28, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
MetroPark, New Jersey
December 30, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of United Waste Systems, Inc.,
relating to the registration of up to $150,000,000 of debt
securities, preferred stock, common stock and warrants of United
Waste Systems, Inc., of our report dated July 7, 1995 except for
the first paragraph of Note 1 as to which the date is September
19, 1995, and the last paragraph of Note 5 as to which the date
is July 25, 1995, on our audit of the combined financial
statements of PRM Acquired Companies as of March 31, 1995 and
1994 and for the years then ended, which report is included in
United Waste Systems, Inc's Report on Form 8-K/A Amendment No. 1
to Form 8-K dated September 19, 1995 (Filed on October 4, 1995).
We also consent to the reference to our firm under the caption
"Experts".
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
December 30,1996
Exhibit 23.4
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
United Waste Systems, Inc.
We are aware that our report dated October 25, 1995 on our
review of interim financial information of PRM Acquired Companies
for the three months ended June 30, 1995 and included in the
United Waste Systems, Inc. Form 8-K/A Amendment No. 1 to its Form
8-K dated September 19, 1995 (filed on October 4, 1995) is
incorporated by reference in this United Waste Systems, Inc.
registration statement on Form S-3 relating to the registration
of up to $150,000,000 of debt securities, preferred stock, common
stock and warrants of United Waste Systems, Inc. Pursuant to
Rule 436(c) under the Securities Act of 1933, this report should
not be considered a part of the registration statement prepared
or certified by us within the meaning of Sections 7 and 11 of
that Act.
Coopers & Lybrand L.L.P.
Springfield, Massachusetts
December 30,1996
Exhibit 23.5
December 27, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-3 and the related Prospectus of
United Waste Systems, Inc. (the "Company"), for the registration
of up to $150,000,000 of its debt securities, preferred stock,
common stock and warrants, of our report dated November 21, 1995
with respect to the combined financial statements of Carmel
Marina Corporation and Affiliates as of December 31, 1994,
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Securities and Exchange
Commission.
HANSON ROTTER GREEN
Exhibit 23.6
December 27, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-3 and the related Prospectus of
United Waste Systems, Inc. (the "Company"), for the registration
of up to $150,000,000 of its debt securities, preferred stock,
common stock and warrants, of our report dated May 20, 1994 with
respect to the combined financial statements of Carmel Marina
Corporation and Affiliates as of December 31, 1993, included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange
Commission.
HANSON ROTTER GREEN
