-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DU6UOrNIHKNy2poBpaaCcR+7Agje6wIZJhgAIBPVXN6aKJ2Y3IW9WTomnYdJoQ3J DnGZOJZwso4D/cxrvlBhTA== 0000897423-97-000012.txt : 19970225 0000897423-97-000012.hdr.sgml : 19970225 ACCESSION NUMBER: 0000897423-97-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970204 SROS: NASD GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP GROUP MEMBERS: TPG PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED WASTE INDUSTRIES INC CENTRAL INDEX KEY: 0000848865 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 880228636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43433 FILM NUMBER: 97517819 BUSINESS ADDRESS: STREET 1: 7201 E CAMELBACK RD STE 375 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 6024232946 MAIL ADDRESS: STREET 1: 7201 E CAMELBACK RD STREET 2: STE 375 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS LP CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 STREET 2: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 ALLIED WASTE INDUSTRIES, INC., SCHED. 13D AMEND. NO. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 6)* Allied Waste Industries, Inc. (Name of Issuer) Common Stock, Par Value $.01 per Share (Title of Class of Securities) 019589100 (Cusip Number) James J. O'Brien 2420 Texas Commerce Tower Fort Worth, Texas 76102 (817) 871-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 3, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated November 4, 1994, as amended by Amendment No. 1 dated December 6, 1994, Amendment No. 2 dated December 13, 1994, Amendment No. 3 dated December 16, 1994, Amendment No. 4 dated February 1, 1995 and Amendment No. 5 dated September 20, 1996 ("Schedule 13D"), relating to the Common Stock, par value $0.01 per share, of Allied Waste Industries, Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Item 1. Security and Issuer. No material change. Item 2. Identity and Background. No material change. Item 3. Source and Amount of Funds or Other Consideration. No material change. Item 4. Purpose of Transaction. No material change. Item 5. Interest in Securities of the Issuer. No material change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended by adding at the end thereof the following: On February 3, 1997, TPG and the Issuer entered into a Letter Agreement (the "Letter Agreement"), dated as of January 30, 1997, which amended Section 4.1 of the Purchase Agreement relating to the filing of a shelf registration statement. The description of the Letter Agreement that follows is not, and does not purport to be, complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 99.10. The Letter Agreement provides in pertinent part as follows: Pursuant to the Letter Agreement, the Issuer is obligated to file a shelf registration statement (the "Initial Registration") relating to up to 5,854,801 shares of Stock on or before February 10, 1997, and to maintain the effectiveness of the Initial Registration until the earlier of (i) the date upon which the offering of such shares of Stock is completed and (ii) a period of three years from the date the Initial Registration becomes effective. In addition, upon receipt by the Issuer of a request by TPG at any time, the Issuer is obligated to file a shelf registration statement (the "Shelf Registration") relating to the shares of Stock purchased pursuant to the Purchase Agreement and not covered by the Initial Registration. The Issuer is required to maintain the effectiveness of the Shelf Registration until a period of three years from the date such Shelf Registration becomes effective. The management of the Issuer is obligated to take such actions as are necessary to reasonably cooperate with TPG regarding any selling efforts undertaken by TPG in connection with an offering of shares of the Stock pursuant to the Initial Registration or the Shelf Registration. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended and restated in its entirety to read as follows: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii). Exhibit 99.2 -- Securities Purchase Agreement by and among TPG Partners, L.P. and Allied Waste Industries, Inc. dated October 27, 1994. (Previously Filed) Exhibit 99.3 -- First Amendment dated as of December 1, 1994, to Securities Purchase Agreement dated October 27, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc. (Previously Filed) Exhibit 99.4 -- Preferred Stock Purchase Agreement dated as of December 9, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc. (Previously Filed) Exhibit 99.5 -- Second Amendment dated as of December 9, 1994, to Securities Purchase Agreement dated October 27, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc. (Previously Filed) Exhibit 99.6 -- Third Amendment dated as of December 16, 1994, to Securities Purchase Agreement dated October 27, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc. (Previously filed) Exhibit 99.7 -- Fourth Amendment dated as of December 27, 1994, to Securities Purchase Agreement dated October 27, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc. (Previously filed) Exhibit 99.8 -- Escrow Agreement dated as of December 30, 1994, by and among TPG Partners, L.P., Allied Waste Industries, Inc. and First Interstate Bank of Texas, N.A., as Escrow Agent (Previously filed) Exhibit 99.9 -- Agreement dated September 17, 1996, by and between Allied Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel I, L.P. (Previously filed) Exhibit 99.10 -- Letter Agreement dated January 30, 1997, between Allied Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel I, L.P. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 4, 1997 TPG PARTNERS, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President TPG PARALLEL I, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. 99.2 Securities Purchase Agreement by and among TPG Partners, L.P. and Allied Waste Industries, Inc. dated October 27, 1994, previously filed. 99.3 First Amendment dated December 1, 1994, to Securities Purchase Agreement by and among TPG Partners, L.P. and Allied Waste Industries, Inc. dated October 27, 1994, previously filed. 99.4 Preferred Stock Purchase Agreement, dated December 9, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc., previously filed. 99.5 Second Amendment dated December 9, 1994, to Securities Purchase Agreement by and among TPG Partners, L.P. and Allied Waste Industries, Inc. dated October 27, 1994, previously filed. 99.6 Third Amendment dated December 16, 1994, to Securities Purchase Agreement by and among TPG Partners, L.P. and Allied Waste Industries, Inc. dated October 27, 1994, previously filed. 99.7 Fourth Amendment dated as of December 27, 1994, to Securities Purchase Agreement dated October 27, 1994, by and among TPG Partners, L.P. and Allied Waste Industries, Inc., previously filed. 99.8 Escrow Agreement dated as of 15 December 30, 1994, by and among TPG Partners, L.P., Allied Waste Industries, Inc. and First Interstate Bank of Texas, N.A., as Escrow Agent, previously filed. 99.9 Agreement dated September 17, 1996, by and between Allied Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel I, L.P., previously filed. 99.10 Letter Agreement dated January 30, 1997, by and between Allied Waste Industries, Inc., TPG Partners, L.P., and TPG Parallel I, L.P., filed herewith. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 6 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. TPG PARTNERS, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President TPG PARALLEL I, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President EX-99.10 3 Exhibit 99.10 Allied Waste Industries, Inc. 15880 Greenway - Hayden Loop, Suite 100 Scottsdale, Arizona 85260 January 30, 1997 Mr. James G. Coulter TPG Partners, L.P. TPG Parallel I, L.P. 201 Main Street, Suite 2420 Fort Worth, Texas 76102 Dear Mr. Coulter: This letter sets forth the understandings and agreements between Allied Waste Industries, Inc., a Delaware corporation ("Allied"), TPG Partners, L.P., a Delaware limited partnership ("TPG Partners"), and TPG Parallel I, L.P., a Delaware limited partnership ("TPG Parallel"; TPG Partners and TPG Parallel are collectively referred to herein as "TPG"), regarding the registration rights granted to TPG in the Securities Purchase Agreement by and between Allied and TPG dated as of October 27, 1994 (the "Agreement"), as amended, which provides for the purchase of 11,709,602 shares of Allied's common stock, par value $0.01 per share (the "Common Stock"), by TPG. 1. Section 4.1 of the Agreement is hereby amended to read as follows in its entirety: 4.1 Shelf Registration. (a) On or before February 10, 1997, the Company shall cause to be filed pursuant to Rule 415 under the Securities Act a shelf registration statement (the "Initial Registration Statement") relating to up to 5,854,801 Shares (the "Initially Registered Shares"). The Company shall use its best efforts to have such Initial Registration Statement declared effective as soon as reasonably practicable after such filing, and to keep such Initial Registration Statement continuously effective (and to take any and all other actions necessary in order to maintain the registration of the Initially Registered Shares including, without limitation, the filing of any additional registration statement that may be required) until the earlier of: (i) the date upon which the offering of the Initially Registered Shares is completed or (ii) three years following the date on which such Initial Registration Statement becomes effective under the Securities Act; provided, however, that the Company may voluntarily suspend the effectiveness of the Initial Registration Statement for a limited time, which in no event shall be longer than 120 days, if the Company has been advised by counsel that the offering of the Initially Registered Shares pursuant to the Initial Registration Statement would adversely affect a proposed financing, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company, in which case the Company shall be required to keep such Initial Registration Statement effective for an additional period of time beyond three years following the date of the effectiveness thereof equal to the number of days the effectiveness thereof is suspended pursuant to this proviso. Upon the occurrence of any event that would cause the Initial Registration Statement (a) to contain a material misstatement or omission or (b) not to be effective and usable for the Initially Registered Shares during the period that such Initial Registration Statement is required to be effective and usable, the Company shall promptly file an amendment to the Initial Registration Statement, in the case of clause (a), correcting any such misstatement or omission, and in the case of either clause (a) or (b), use its best efforts to cause such amendment to be declared effective and such Initial Registration Statement to become usable as soon as practicable thereafter. (b) Upon receipt by the Company of a request from the Purchaser at any time, the Company shall cause to be filed pursuant to Rule 415 under the Securities Act a shelf registration statement (the "Shelf Registration Statement") as to the Shares that were not registered under the Initial Registration Statement (the "Remaining Shares"). The Company shall use its best efforts to have such Shelf Registration Statement declared effective as soon as reasonably practicable after such filing, and to keep such Shelf Registration Statement continuously effective (and to take any and all other actions necessary in order to maintain the registration of the Remaining Shares including, without limitation, the filing of any additional registration statement that may be required) for three years following the date on which such Shelf Registration Statement becomes effective under the Securities Act; provided, however, that the Company may voluntarily suspend the effectiveness of such Shelf Registration Statement for a limited time, which in no event shall be longer than 120 days, if the Company has been advised by counsel that the offering of the Remaining Shares pursuant to the Shelf Registration would adversely affect a proposed financing, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company, in which case the Company shall be required to keep such Shelf Registration Statement effective for an additional period of time beyond three years following the date of the effectiveness thereof equal to the number of days the effectiveness thereof is suspended pursuant to this proviso. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or omission or (ii) not to be effective and usable for the Remaining Shares during the period that such Shelf Registration Statement is required to be effective and usable, the Company shall promptly file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. 2. Management Cooperation. Management of Allied shall take such actions as are necessary to reasonably cooperate with TPG regarding any selling efforts undertaken by TPG in connection with an offering of Common Stock pursuant to the Initial Registration Statement or the Shelf Registration Statement. If you are in agreement with the foregoing, please so indicate by signing this letter in this space provided below. Sincerely /s/ Roger A. Ramsey Roger A. Ramsey Chairman and Chief Executive Officer Agreed and accepted on January 30, 1997 for TPG Partners, L.P. and TPG Parallel I, L.P. by TPG GenPar, L.P., general partner, and TPG Advisors, Inc., general partner By: /s/ James G. Coulter James G. Coulter -----END PRIVACY-ENHANCED MESSAGE-----