Registration No. 333-7991
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
United Waste Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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)
Bradley S. Jacobs
United Waste Systems, Inc.
Greenwich, Connecticut 06830
(203) 622-3131
(Name, Address, 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
Proposed
Maximum Proposed
Offering Maximum Amount
Title of Price Aggregate of
Securities to Amount to Per Offering Registration
be Registered be Registered Share(1) Price Fee
- - -------------- -------------- ------------------- -------------
Common Stock,
par value
$.001 per share730,765(2) $29.50(3) $21,557,568$7,434
65,000(4) $29.63(5) $ 1,925,950$ 665
----------- --------- -------------------
Total 795,765 $8,099
- - --------------------------
(1) Estimated solely for purpose of calculating the registration fee
pursuant to Rule 457.
(2) Represents shares that are currently outstanding.
(3) The original Registration Statement filed reflected the
registration of 730,765 shares. Pursuant to Rules 457(c), the calculations
with respect to such shares is based upon the average of the high and low
sales prices of the Company's Common Stock, as quoted through the NASDAQ
National Market, on July 9, 1996, which date is within five business days
prior to the date of the original filing of this Registration Statement.
(4) Represents shares which may be acquired by Selling Security
Holders (as defined in this Registration Statement) upon exercise of
outstanding warrants (which warrants have an exercise price of less than
$29.63 per share).
(5) This Amendment No.1 reflects the registration of an additional
65,000 shares. Pursuant to Rule 457(c), the calculations with respect to such
shares is based upon the average of the high and low sales prices of the
Company's Common Stock, as quoted through the NASDAQ National Market, on
August 20, 1996, which date is within five business days prior to the date of
the filing of this Amendment No. 1.
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
795,765 Shares
UNITED WASTE SYSTEMS, INC.
Common Stock
----------------------
This Prospectus relates to up to 795,765 shares of Common
Stock ("Common Stock") of United Waste Systems, Inc. (the
"Company"), that may from time to time be sold by the holders
thereof identified herein (the "Selling Security Holders"). See
"Selling Security Holders." None of the officers or directors
of the Company is a Selling Security Holder. The shares to which
this Prospectus relates include (i)730,765 currently outstanding
shares, which were issued in a private placement in 1996 as part
of the consideration for an acquisition,(ii) up to 60,000 shares
of authorized and unissued shares of Common Stock that may
hereafter be acquired by a Selling Security Holder pursuant to an
outstanding warrant, which was issued in 1996 in a private
placement as part of the consideration for an acquisition, and
(iii) up to 5,000 shares of authorized and unissued shares of
Common Stock that may hereafter be acquired by a Selling Security
Holder pursuant to an outstanding warrant, which was issued in
1996 in a private placement as partial payment for consulting
services to be rendered by such Selling Security Holder. The
Company will not receive any of the proceeds from the sales of
shares of Common Stock by the Selling Security Holders. However,
the Company will receive the proceeds from any exercise of such
warrants. See "Use of Proceeds."
The Common Stock offered by the Selling Security Holders
(the "Resale Shares") may be sold from time to time by the
Selling Security Holders directly to purchasers or,
alternatively, may be offered from time to time through agents,
brokers, dealers or underwriters, who may receive compensation in
the form of concessions or commissions from the Selling Security
Holder or purchasers of the Resale Shares (which compensation may
be in excess of customary commissions). Sales of the Resale
Shares may be made in one or more transactions through The Nasdaq
Stock Market, otherwise in the over-the-counter market, in
privately negotiated transactions or otherwise, and such sales
may be made at the market price prevailing at the time of sale, a
price related to such prevailing market price or a negotiated
price.
Any brokers, dealers or agents that participate in the
distribution of the Resale Shares may be deemed to be
underwriters and any commissions received by them and any profit
on the resale of such shares positioned by them might be deemed
to be underwriting discounts and commissions under the Securities
Act of 1933.
--------------------
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 August 22, 1996.
No person is authorized to give any information or to make
any representation not contained or incorporated by reference in
this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than the registered securities to which it relates 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
nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date hereof.
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 Common Stock
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 Common Stock 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 quarter ended March 31, 1996 (and Amendment No. 1
thereto on Form 10-Q/A), and the Company's Quarterly Report on
Form 10-Q for the quarter ended June 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 22, 1996.
6. The Company's Reports on Form 10-C dated March 8, 1996,
and June 18, 1996, respectively.
7. The Company's definitive proxy statement dated April 22,
1996, relating to its 1996 Annual Meeting of Stockholders.
8. 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
The Company will not receive any proceeds from the sale of
the Resale Shares by the Selling Security Holders. The Company
may, in the future, receive proceeds from the exercise of the
warrants referenced in this Prospectus, but only if such warrants
are exercised and then only in an amount equal to the exercise
price thereof multiplied by the number of warrants exercised.
Assuming all such warrants are exercised, the aggregate net
proceeds to the Company would be approximately $1,874,500. The
Company expects to use any such proceeds for working capital and
general corporate purposes.
SELLING SECURITY HOLDERS
The Selling Security Holders are the persons identified in
the table below (and any successor or transferee of any of such
persons that hereafter acquires in a private placement any of the
Resale Shares, or any warrants pursuant to which Resale Shares
may be acquired, and is identified in a Prospectus Supplement
hereto). All of the 795,765 shares of Common Stock of the
Company offered by this Prospectus are being offered for the
account of the Selling Security Holders. Such shares include
(i)730,765 currently outstanding shares, which were issued in a
private placement in 1996 as part of the consideration for an
acquisition, and (ii) up to 65,000 shares of authorized and
unissued shares of Common Stock that may hereafter be acquired by
certain Selling Security Holders pursuant to certain outstanding
warrants (the "Specified Warrants").
`Based upon information currently available to the Company,
the table below indicates with respect to each Selling Security
Holder (i) the number of currently outstanding shares of Common
Stock held of record by such Selling Security Holder and (ii) in
the case of a Selling Security Holder that is the holder of any
of the Specified Warrants, the number of shares of Common Stock
underlying such Specified Warrants. The table below indicates by
footnote reference any material relationship that a Selling
Security Holder has had with the Company during the preceding
three years. This Prospectus covers all shares of Common Stock
shown in the table below.
Name Shares of Common
Stock Owned and/or
Shares of Common
Stock Underlying
Specified Warrants
Held
-----------------------------------------------------------
Clydene Chiesa, as Executrix
of the Estate of John Chiesa(1) 146,153(2)
Angelina M. Petri(1) 146,153(2)
Andrew J. Parola and Ida Mae Parola,
husband and wife as
community property(1) 146,153(2)
Emilio J. Ratto and Guiliana R. Ratto,
husband and wife
as community property(1) 146,153(2)
Rinaldo M. Rossi and Dorris G. Rossi,
husband and wife
as community property(1) 146,153(2)
Krieg Family Trust(3) 60,000(4)
LT4 Consultants, Inc.(5) 5,000(4)
---------------
(1) In June 1996, the Company acquired three affiliated
California corporations (Salinas Disposal Services, Inc., Rural
Dispos-All Services, Inc., and Madison Lane Properties, Inc.).
Each indicated Selling Security Holder (i.e., each Selling
Security Holder with respect to which there is reference to this
footnote in the table) is a former stockholder of the acquired
corporations. The shares of Common Stock that the table shows
are owned by each indicated Selling Security Holder were issued
by the Company as consideration for the acquisition described
above. Following such acquisition, each of Clydene Chiesa,
Angelina M. Petri, Andrew J. Parola, Emilio J. Ratto and Rinaldo
M. Rossi became, and as of the date of this Prospectus is, an
employee of a subsidiary of the Company.
(2) Represents currently outstanding shares.
(3) In June 1996, the Company acquired United Waste
Systems, Inc., an Arizona corporation that was not previously
affiliated with the Company ("United Arizona"). Prior to such
acquisition, the Krieg Family Trust was the sole shareholder of
United Arizona. Dean G. Krieg and Mary Lou Krieg are the
trustees and beneficiaries of the Krieg Family Trust. In
connection with the acquisition of United Arizona, the Company
issued to the Krieg Family Trust a warrant to purchase 60,000
shares of Common Stock as part of the consideration for such
acquisition. The shares indicated in the table with respect to
the Krieg Family Trust represent the shares of Common Stock
underlying such warrant. Concurrently with the acquisition of
United Arizona, the Company entered into a consulting agreement
with a company (the "Consultant") that Dean G. Krieg controls and
of which he is the president. Such consulting agreement provides
for the Consultant to furnish certain consulting services to the
Company and for the Consultant to receive specified compensation
for such services.
(4) Represents shares underlying Specified Warrants.
(5) In July 1996, the Company acquired Baker's Rural
Sanitation, Inc., a Colorado corporation ("Baker's Rural").
Prior to such acquisition, Leslie W. Baker was the president, and
one of the shareholders, of Baker's Rural. Concurrently with such
acquisition, the Company entered into a consulting agreement with
LT4 Consultants, Inc. ("LT4 Consultants"), a company controlled
by Leslie W. Baker and of which he is the president. Such
consulting agreement provides for LT4 Consultants to furnish
certain consulting services to the Company and for LT4
Consultants to receive specified compensation for such services.
As part of such compensation, the Company issued to LT4
Consultants a warrant to purchase 5,000 shares of Common Stock.
The shares indicated in the table with respect to LT4 Consultants
represent the shares of Common Stock underlying such warrant.
Assuming that the Selling Security Holders dispose of all
shares covered by this Prospectus (and assuming no additional
acquisitions or dispositions of shares of Common Stock by such
Selling Security Holders), none of the Selling Security Holders
would continue to own of record any shares of Common Stock.
PLAN OF DISTRIBUTION
The Selling Security Holders are offering shares of Common
Stock for their own account, and not for the account of the
Company.
The Common Stock offered by the Selling Security Holders
(the "Resale Shares") may be sold from time to time by the
Selling Security Holders directly to purchasers or,
alternatively, may be offered from time to time through agents,
brokers, dealers or underwriters, who may receive compensation in
the form of concessions or commissions from the Selling Security
Holders or purchasers of the Resale Shares (which compensation
may be in excess of customary commissions). Sales of the Resale
Shares may be made in one or more transactions through The Nasdaq
Stock Market, otherwise in the over-the-counter market, or in
privately negotiated transactions or otherwise, and such sales
may be made at the market price prevailing at the time of sale, a
price related to such prevailing market price or a negotiated
price.
Under the Exchange Act and the regulations thereunder, any
person engaged in a distribution of the shares of Common Stock of
the Company offered by this Prospectus may not simultaneously
engage in market making activities with respect to the Common
Stock of the Company during the applicable "cooling off" periods
prior to the commencement of such distribution. In addition, and
without limiting the foregoing, each Selling Security Holder will
be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder including, without limitation,
Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of Common Stock by the Selling Security
Holders.
To the extent required, the Company will use its best
efforts to file, during any period in which offers or sales are
being made, one or more supplements to this Prospectus to
describe any material information with respect to the plan of
distribution not previously disclosed in this Prospectus or any
material change to such information in this Prospectus.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock being sold in the
offering has been passed upon for the Company by Ehrenreich &
Krause, New York, New York.
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 $ 8,099
Printing expenses 1,000
Accounting fees and expenses 7,000
Legal fees and expenses 5,000
Miscellaneous 1,901
------
Total $23,000
-------
-------
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.
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 23rd day of August, 1996.
United Waste Systems, Inc.
By: /s/ 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.
*
- - --------------------
Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal
Executive Officer)
August 21, 1996
*
- - --------------------
John N. Milne, Director
August 21, 1996
- - --------------------
G. Chris Andersen, Director
August , 1996
*
- - -------------------------
Lawrence J. Twill, Sr., Director
August 21, 1996
*
- - --------------------
Christian Weyer, Director
August 21, 1996
- - --------------------
J Bryan Williams, III, Director
August , 1996
/s/ Michael J. Nolan
- - --------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
August 21, 1996
/s/ Sandra E. Welwood
- - --------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
August 21, 1996
*By: /s/ Michael J. Nolan
--------------------
Michael J. Nolan
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number and Exhibit
- - --------------------------
4.1 Amended and Restated Certificate of Incorporation dated
October 31, 1991 (incorporated by reference to Exhibit No. 3.1 to
the Registration Statement on Form S-1 Commission File
No. 33-53488)
4.2 Certificate of Increase of Designated Number of Shares
of Series B Cumulative Convertible Preferred Stock dated March
31, 1992 (incorporated by reference to Exhibit No. 3.2 to the
Registration Statement on Form S-1 Commission File No.33-53488)
4.3 Certificate of Correction to Amended and Restated
Certificate of Incorporation dated April 30, 1992 (incorporated
by reference to Exhibit No. 3.3 to the Registration Statement on
Form S-1 Commission File No.33-53488)
4.4 Certificate of Amendment to Certificate of
Incorporation dated October 9, 1992 (incorporated by reference to
Exhibit No. 3.4 to the Registration Statement on Form S-1
Commission File No. 33-53488)
4.5 Certificate of Amendment to Certificate of
Incorporation dated August 31, 1993 (incorporated by reference to
Exhibit No. 3.4.1 to the Registration Statement on Form S-1
Commission File No. 33-70832)
4.6 By-laws (incorporated by reference to Exhibit No. 3.5
to the Registration Statement on Form S-1 Commission File
No. 33-53488)
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 original
Registration Statement under the caption "Signatures")
Exhibit 5.1
August 21, 1996
United Waste Systems, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-3 (333-7991)
Relating to 795,765 Shares of Common Stock
Gentlemen:
You have requested our opinion in connection with the above-
referenced registration statement, as amended (the "Registration
Statement"), relating to up to 795,765 shares of Common Stock, par
value $.001 per share, of United Waste Systems, Inc. (the
"Company") that may from time to time be sold by the holders
thereof (the "Selling Security Holders"). These shares include
730,765 currently outstanding shares (such shares being referred to
as the "Outstanding Shares") and up to 65,000 shares of authorized
and unissued shares of Common Stock that may hereafter be acquired
by Selling Security Holders pursuant to certain outstanding
warrants (such shares being referred to as the "Underlying
Shares").
We have reviewed copies of the Amended and Restated
Certificate of Incorporation of the Company (including amendments
thereto), the By-laws of the Company, the Registration Statement
and exhibits thereto and have examined such corporate documents and
records and other certificates, and have made such investigations
of law, as we have deemed necessary in order to render the opinion
hereinafter set forth. As to certain questions of fact material to
our opinion, we have relied upon the certificate of an officer of
the Company and upon certificates of public officials.
Based upon and subject to the foregoing, we are of the opinion
that (i) the Outstanding Shares have been duly authorized and are
validly issued, fully paid and non-assessable and (ii)the
Underlying Shares will, when issued and paid for in accordance with
the terms of the applicable warrant, be duly authorized, validly
issued, fully paid and non-assessable.
We hereby consent to the reference to us under the
caption "Validity of Common Stock" in the Registration Statement
and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Ehrenreich & Krause
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement on
Form S-3 (No. 333-7991) and the related Prospectus of United Waste
Systems, Inc., for the registration of up to 795,765 shares of its
common stock, 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
August 22, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Amendment
No. 1 to the Registration Statement on Form S-3 (No. 333-7991)
and the related Prospectus of United Waste Systems, Inc.,
relating to the registration of up to 795,765 shares of United
Waste Systems, Inc. common stock 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
August 22,1996
Exhibit 23.4
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: 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 795,765
shares of United Waste Systems, Inc. common stock. 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
August 22,1996
Exhibit 23.5
August 22, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-
7991)and the related Prospectus of United Waste Systems, Inc. (the
"Company"), for the registration of up to 795,765 shares of its
common stock, 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
August 22, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Amendment
No. 1 to the Registration Statement on Form S-3 (No. 333-7991)and
the related Prospectus of United Waste Systems, Inc. (the
"Company"), for the registration of up to 795,765 shares of its
common stock, of our report dated May 20, 1994 with respect to the
financial statements of Carmel Marina Corporation and Affiliate 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
