<PAGE>
=============================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 31, 1996
UNITED WASTE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-20868 13-3532338
(State of other (Commission file (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
Four Greenwich Office Park, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203)622-3131
=============================================
<PAGE>
Item 5. Other Events
The two press releases included in Exhibit 99 hereto, which relate to the
Registrant's 4-1/2% Convertible Subordinated Notes due June 1, 2001, were
issued pursuant to and in accordance with Rule 135c under the Securities Act
of 1933.
Item 7. Financial Statements, Pro Forma Financial Information andExhibits
(c) Exhibits
The following exhibits are filed herewith:
Exhibit 99 Press release issued by Registrant on May 31, 1996 and press
release issued by Registrant on June 5, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 12th day of June, 1996.
UNITED WASTE SYSTEMS, INC.
By /s/ Michael J. Nolan
Michael J. Nolan
Chief Financial Officer
<PAGE>
EXHIBIT 99
(UNITED-WASTE-2)(UWST) United Waste Systems announces
$150 million convertible debenture offering
GREENWICH, Conn.--May 31, 1996--United Waste Systems, Inc. (NASDAQ:UWST)
announced today that it proposes to offer a new issue of $150 million
principal amount of 4-1/2% Convertible Subordinated Debentures due June 1,
2001 (the "Debentures"). The Debentures will be convertible into UWST
common stock, at the option of the holder, at a conversion price of $65
per share. The closing of the issue is expected to occur on or about
June 5, 1996.
The Company intends to use the proceeds from the sale of the Debentures to
repay outstanding amounts under its revolving credit facility, and for other
general corporate purposes including to fund acquisitions and capital
expenditures.
Neither the Debentures nor the Common Stock issuable upon the conversion
thereof will be registered under the Securities Act of 1933 (the "Securities
Act"), and may not be offered or sold in the United States except pursuant
to an applicable exemption from the registration requirements of the Securities
Act.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the Debentures. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.
CONTACT: United Waste Systems, Inc. Greenwich
Michael Nolan, 203/622-6335
or
Dewe Rogerson, Inc., New York
Debra Wasser, 212/688-6840
<PAGE>
FOR IMMEDIATE RELEASE
For further information:
Debra Wasser Michael Nolan
Dewe Rogerson United Waste Systems, Inc.
212/688-6840 203/622-6335
UNITED WASTE SYSTEMS CLOSES
$150 MILLION CONVERTIBLE NOTES OFFERING
Greenwich, CT (June 5, 1996) -- United Waste Systems, Inc. (NASDAQ:UWST)
reported today that is has closed its previously announced new issue of
$150 million principal amount of 4 1/2% Convertible Subordinated Notes due
June 1, 2001 (the "Notes"). The Notes will be convertible into UWST common
stock, at the option of the holder, at a conversion price of $65 per share.
The Company intends to use the proceeds from the sale of the Notes to repay
outstanding amounts under its revolving credit facility, and for other
general corporate purposes including to fund acquisitions and capital
expenditures.
Neither the Notes nor the Common Stock issuable upon the conversion thereof
will be registered under the Securities Act of 1933 (the "Securities Act"),
and may not be offered or sold in the United States except pursuant to an
applicable exemption from the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy the Notes. This press release is being issued pursuant
to and in accordance with Rule 135c under the Securities Act.
###
