-----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, Kaqu5ucWg6VdomG6paXVZycEMXY7OiajRbSP4rO+oftISx+8LCQQfEwDWT0XkeXc mOdsv4BBLTf9u9+HhwrlpQ== 0000897423-97-000060.txt : 19970520 0000897423-97-000060.hdr.sgml : 19970520 ACCESSION NUMBER: 0000897423-97-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970515 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: 97609516 BUSINESS ADDRESS: STREET 1: 15880 NORTH GREENWAY-HADEN LOOP STREET 2: SUITE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 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. 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 8)* 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) May 15, 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). 1. Name of Reporting Person: TPG Partners, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Contributions from Partners 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: PN 1. Name of Reporting Person: TPG Parallel I, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Contributions from Partners 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: PN 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, Amendment No. 5 dated September 20, 1996, Amendment No. 6 dated February 4, 1997 and Amendment No. 7 dated April 15, 1997 (the "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. Item 5 is hereby amended and restated in its entirety to read as follows: (a) None of the Reporting Persons is the beneficial owner of any shares of the Stock. (b) None of the Reporting Persons has any power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. (c) On May 15, 1997, the Reporting Persons sold an aggregate of 11,776,765 shares of the Stock pursuant to the Stock Purchase Agreement. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Stock on May 15, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No material change. 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. (Previously filed) Exhibit 99.11 -- Stock Purchase Agreement dated as of April 14, 1997, between TPG Partners, L.P., TPG Parallel I, L.P. and certain purchasers named therein (Previously filed) 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: May 15, 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., previously filed. 99.11 Stock Purchase Agreement dated as of April 14, 1997, between TPG Partners, L.P., TPG Parallel I, L.P. and certain purchasers named therein, previously filed. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 8 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 -----END PRIVACY-ENHANCED MESSAGE-----