333-28083
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)
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. [ ]
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.<PAGE>
PROSPECTUS
221,864 Shares
UNITED WASTE SYSTEMS, INC.
Common Stock
----------------------
This Prospectus relates to up to 221,864 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 are currently outstanding shares that
were issued in private placements as consideration for
acquisitions. The Company will not receive any of the proceeds
from the sales of shares of Common Stock by the Selling Security
Holders.
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 sold 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 June 25, 1997
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, 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, 1996 (and Amendments No. 1 and 2 thereto on
Form 10-K/A); and the Company's quarterly report on Form 10-Q for
the quarterly period ended March 31, 1997.
2. The Company's Report on Form 8-K dated December 5, 1996
(filed on March 3, 1997).
3. The Company's Report on Form 8-K dated December 26, 1996
(filed on March 11, 1997).
4. The Company's Report on Form 8-K dated April 13, 1997
(filed on April 16, 1997).
5. 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.
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 any of the Resale Shares in a
private placement and is identified in a Prospectus Supplement
hereto). All of the 221,864 shares of Common Stock of the
Company offered by this Prospectus are being offered for the
account of the Selling Security Holders. All of such shares are
currently outstanding shares which were issued in private
placements in 1997 as part of the consideration for certain
acquisitions.
Based upon information currently available to the Company,
the table below indicates with respect to each Selling Security
Holder the number of shares of Common Stock held by such Selling
Security Holder. This Prospectus covers all shares of Common
Stock shown in the table below.
Shares of Common
Name(1) Stock
---------- ------------------
David J. Renner and
and Patricia M. Renner 57,489(2)(3)
Bruce A. Hanf 44,033(4)
Karen R. Hanf 44,032(5)
Edward W. ten Haaf, as
trustee of Edward W. ten
Haaf Trust (u/d/t dated
October 10, 1991) 38,155(6)
Cynthia S. ten Haaf, as
trustee of Cynthia S. ten
Haaf Trust (u/d/t dated
October 10, 1991) 38,155(7)
- ----------------------
(1) Each of the Selling Security Holders is a former owner
of one or more businesses heretofore acquired by the Company.
The shares listed in the table with respect to each Selling
Security Holder were issued by the Company as consideration for
the acquisition of one or more businesses.
(2) David J. Renner currently serves as an employee of the
Company.
(3) Includes 5,749 shares held by an escrow agent for the
benefit of the indicated Selling Security Holder.
(4) Includes 4,404 shares held by an escrow agent for the
benefit of the indicated Selling Security Holder.
(5) Includes 4,403 shares held by an escrow agent for the
benefit of the indicated Selling Security Holder.
(6) Includes 3,816 shares held by an escrow agent for the
benefit of the indicated Selling Security Holder.
(7) Includes 3,815 shares held by an escrow agent for the
benefit of the indicated Selling Security Holder.
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.
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, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are
incorporated herein by reference 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 $ 2,538
Printing expenses 1,000
Accounting fees and expenses 7,000
Legal fees and expenses 5,000
Miscellaneous 1,000
-----
Total $16,538
-------
-------
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 the 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 Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in Greenwich, Connecticut, on the 25th day of
June, 1997.
United Waste Systems, Inc.
By: Michael J. Nolan
-----------------
Michael J. Nolan
Chief Financial Officer
*
- --------------------
Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal
Executive Officer)
June 25, 1997
*
- --------------------
John N. Milne, Director
June 25, 1997
- --------------------
G. Chris Andersen, Director
June 25, 1997
- --------------------
Lawrence J. Twill, Sr., Director
June 25, 1997
*
- --------------------
Christian Weyer, Director
June 25, 1997
*
- --------------------
J. Bryan Williams, III, Director
June 25, 1997
Michael J. Nolan
- --------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
June 25, 1997
Sandra E. Welwood
- --------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
June 25, 1997
*By: Michael J. Nolan
--------------------
Michael J. Nolan
Attorney-in-fact
<PAGE>
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)
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 Hanson Rotter & Green
24.1 Power of Attorney (included in Part II of the original
Registration Statement under the caption "Signatures")
- ------------------
Exhibit 5.1
June 24, 1997
United Waste Systems, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-3
Relating to 221,864 Shares of Common Stock
Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement"),
relating to up to 221,864 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"). Such 221,864 shares are referred to
herein as the "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 the Shares have been duly authorized and are 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<PAGE>
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. 333-28083 and the related Prospectus of United Waste
Systems, Inc., for the registration of up to 221,864 shares of
its common stock, and to the incorporation by reference therein
of our report dated February 21, 1997 (except for Note 13 as to
which the date is March 25, 1997) with respect to the
consolidated financial statements of United Waste Systems, Inc.
included in its Annual Report on Form 10-K/A#2 for the year ended
December 31, 1996 filed with the Securities and Exchange
Commission on June 25, 1997.
/s/Ernst & Young LLP
MetroPark, New Jersey
June 25, 1997
Exhibit 23.3
June 24, 1997
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. 333-28083)
of United Waste Systems, Inc., for the registration of up to
221,864 shares of its common stock, of our report dated November
21, 1995 with respect o 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, 1996 filed with the Securities and Exchange
Commission.
Hanson Rotter Green
Certified Public Accountants
