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: August 26, 1997
(Date of earliest event reported)
UNITED WASTE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-20868 3-3532338
(State or other (Commission File (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
First City Tower, 1001 Fannin, Suite 4000, Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 512-6200
Four Greenwich Office Park, Greenwich, Connecticut 06830
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 26, 1997, pursuant to an Agreement and Plan of Merger, dated
as of April 13, 1997, as amended (the "Merger Agreement"), by and among USA
Waste Services, Inc. ("USA Waste"), Riviera Acquisition Corporation, a wholly
owned subsidiary of USA Waste ("Acquisition"), and United Waste Systems,
Inc. ("United"), Acquisition was merged with and into United, whereupon
United became a wholly owned subsidiary of USA Waste (the "Merger").
United's common stock, par value $0.001 per share ("United Common Stock"),
is no longer transferable, and certificates evidencing shares of United
Common Stock represent only the right to receive, without interest, shares of
the common stock, par value $0.01 per share, of USA Waste ("USA Waste Common
Stock"), in accordance with the provisions of the Merger Agreement. The
holders of shares of United Common Stock ("United Stockholders") are entitled
to receive 1.075 shares (the "Exchange Ratio") of USA Waste Common Stock
for each share of United Common Stock held, or an aggregate of approximately
52 million shares of USA Waste Common Stock. The stockholders of USA Waste
(the "USA Waste Stockholders") and the United Stockholders approved the
Merger Agreement on August 26, 1997. The Exchange Ratio was determined
through negotiations between the managements of USA Waste and United and was
approved by their respective boards of directors. Cash will be paid in lieu
of fractional shares of USA Waste Common Stock on the basis of $41.10 per
share. Pursuant to the Merger Agreement, no interest will be paid or
accrued on the consideration paid in the Merger. The Merger was accounted
for as a pooling of interests. In addition, in connection with the Merger,
USA Waste assumed approximately $325 million in United debt. Effective as
of the close of business on August 26, 1997, United Common Stock was removed
from listing on the Nasdaq Stock Market. United owns and operates
nonhazardous waste disposal, treatment, collection, transfer and recycling
businesses and complimentary operations throughout the United States. As of
June 30, 1997, United operated 39 disposal and treatment facilities, 78
transfer stations and 80 collection operations.
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 22nd day of September, 1997.
UNITED WASTE SYSTEMS, INC.
By: /s/ Gregory T. Sangalis
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Gregory T. Sangalis
Vice President and Secretary
Date: September 22, 1997
