0000950144-95-002549.txt : 19950914
0000950144-95-002549.hdr.sgml : 19950914
ACCESSION NUMBER: 0000950144-95-002549
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 19950911
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC
CENTRAL INDEX KEY: 0000350698
STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953]
IRS NUMBER: 731105145
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3
SEC ACT: 1933 Act
SEC FILE NUMBER: 033-62489
FILM NUMBER: 95572391
BUSINESS ADDRESS:
STREET 1: 200 EAST LAS OLAS BLVD
STREET 2: SUITE 1400
CITY: FT. LAUDERDALE
STATE: FL
ZIP: 33301
BUSINESS PHONE: 305-761-8333
MAIL ADDRESS:
STREET 1: 200 EAST LAS OLAS BLVD
STREET 2: SUITE 1400
CITY: FT. LAUDERDALE
STATE: FL
ZIP: 33301
FORMER COMPANY:
FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP
DATE OF NAME CHANGE: 19900226
S-3
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REPUBLIC WASTE INDUSTRIES, INC. FORM S-3
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As filed with the Securities and Exchange Commission on September 8, 1995.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
REPUBLIC WASTE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
200 East Las Olas Blvd., Ste. 1400
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (305) 761-8333 (I.R.S. Employer
jurisdiction of (Address, including zip code, and Identification
incorporation or telephone number, including area No.)
organization) code of registrant's principal
executive offices)
-------------------------------------------------
Copy to:
GREGORY K. FAIRBANKS JONATHAN L. AWNER
Executive Vice President AKERMAN, SENTERFITT & EIDSON, P.A.
Republic Waste Industries, Inc. One Brickell Square
200 East Las Olas Blvd., 801 Brickell Avenue
Suite 1420 Suite 2400
Ft. Lauderdale, Florida 33301 Miami, Florida 33131
(305) 761-8333 (305) 374-5600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement. 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
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to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), 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. [ ]
Proposed
Proposed maximum
Title of each class of maximum aggregate
securities to be Amount to be offering price offering Amount of
registered registered per unit(1) price(1) registration fee
-------------------------------------------------------------------------------------------
Common Stock, 6,090,000 $ 21.50 $130,935,000.00 $45,150.00
par value shares
$.01 per share
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The average of the high and low
prices reported on The Nasdaq Stock Market was $21.50 on September 1,
1995.
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.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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SUBJECT TO COMPLETION DATED SEPTEMBER 8, 1995
PROSPECTUS
6,090,000 Shares
REPUBLIC WASTE INDUSTRIES, INC.
Common Stock
This Prospectus relates to an aggregate of 6,090,000 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of
Republic Waste Industries, Inc., a Delaware corporation (the "Company"), which
may be offered (the "Offering") for sale by persons (the "Selling Stockholders")
who have acquired such shares in certain acquisitions of businesses and a
private placement by the Company not involving a public offering. The Shares
are being registered under the Securities Act of 1933, as amended (the
"Securities Act"), on behalf of the Selling Stockholders in order to permit the
public sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, including
pledgees, at market prices prevailing at the time of sale or at prices otherwise
negotiated. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholders, or by other persons acquiring Shares and who
wish to offer and sell such Shares under circumstances requiring or making
desirable its use. The Company will receive no portion of the proceeds from the
sale of the Shares offered hereby and will bear certain expenses incident to
their registration. See "Selling Stockholders" and "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market ("Nasdaq") under
the symbol "RWIN" and is listed on The Toronto Stock Exchange (the "Toronto
Exchange") under the symbol "RWI." On September 5, 1995, the last reported sales
price for the Common Stock as reported by Nasdaq was $22.625 per share.
Prospective investors should carefully consider the matters set forth
under the caption "Risk Factors" located on page __ of this Prospectus.
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.
September __, 1995
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the selling
stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
PAGE
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Available Information.........................................
The Company...................................................
Recent Developments...........................................
Risk Factors..................................................
Use of Proceeds...............................................
Selling Stockholders..........................................
Plan of Distribution..........................................
Description of Capital Stock..................................
Legal Matters and Experts.....................................
Incorporation of Certain Documents by Reference...............
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices located at Northwest Atrium Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and at Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Commission at prescribed rates through its Public Reference Section at
450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is traded on
Nasdaq and listed on the Toronto Exchange. Information filed by the Company with
Nasdaq and the Toronto Exchange may be inspected at the offices of Nasdaq at
1735 K Street, N.W., Washington, D.C.
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20006 and at the offices of the Toronto Exchange at The Exchange Tower, 2 First
Canadian Place, Toronto, Ontario, Canada MX5 1J2.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq and the Toronto Exchange referred to above.
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THE COMPANY
The Company, acting through its subsidiaries, primarily provides
integrated solid waste collection, disposal and recycling services to public and
private sector customers. The Company currently owns or operates nine solid
waste landfills with three located in Texas, two in California and one each in
Michigan, North Carolina, Indiana and North Dakota with approximately 1,143
permitted acres and total available permitted disposal capacity of approximately
43.7 million in-place cubic yards as of June 30, 1995. The Company also
currently owns fourteen collection companies providing collection service to
over 200,000 residential, commercial and industrial customers, primarily in
areas surrounding its landfill sites and in Florida. In addition, the Company
provides a broad range of related environmental services including engineering,
consulting and analysis, remediation and other technical services.
On August 24, 1995, the Company entered into a merger agreement for the
acquisition of Southland Environmental Services, Inc. ("Southland") in exchange
for an aggregate of 2,600,000 shares of Common Stock, subject to pending
regulatory approvals and customary closing conditions. The acquisition of
Southland is expected to close in October, 1995 and will be accounted for as a
pooling of interests business combination. Southland, through its subsidiaries,
provides solid waste collection services to over 70,000 residential, commercial
and industrial customers in and around Jacksonville, Florida, owns and operates
a construction and demolition landfill, and provides composting and recycling
services.
The Company, through certain recently acquired subsidiaries, also is
engaged in the electronic security services business, which consists of the
sale, installation, and maintenance of electronic security systems for
commercial and residential use as well as the continuous electronic monitoring
of installed security systems. Currently, the Company monitors over 30,000
businesses and residences predominately in the Miami/Fort Lauderdale, Orlando,
and Tampa, Florida areas.
The Company was incorporated in Oklahoma in November 1980 and in May
1991 changed its state of domicile from Oklahoma to Delaware by means of a
merger. The Common Stock is traded on Nasdaq under the trading symbol "RWIN,"
and is also listed on the Toronto Exchange under the trading symbol "RWI." The
Company's principal executive offices are located at 200 East Las Olas
Boulevard, Suite 1400, Ft. Lauderdale, Florida 33301, and its telephone number
is (305) 761-8333.
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RISK FACTORS
AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT
DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN EVALUATING AN INVESTMENT IN THE COMPANY.
CONTROL OF THE COMPANY. H. Wayne Huizenga, Chairman of the Board and
Chief Executive Officer of the Company, Michael G. DeGroote, Vice Chairman of
the Board of the Company, Harris W. Hudson, a Director and the President of the
Company (and Mr. Huizenga's brother-in-law), and John J. Melk, a Director of the
Company, beneficially own 5,000,000, 13,250,000, 8,600,000, and 1,100,000 shares
of Common Stock, respectively, and presently exercisable warrants to purchase
8,000,000, 2,700,000, 1,200,000, and 200,000 shares of Common Stock,
respectively, as of the date of this Prospectus, or an aggregate of 48.2% of the
issued and outstanding shares of Common Stock as of the date of this Prospectus
assuming none of such warrants are exercised (and 57.2% assuming all of such
warrants are exercised). Although there is no agreement among any of Messrs.
Huizenga, DeGroote, Hudson or Melk to vote together on any matters submitted to
a vote of the Company's stockholders, if Messrs. Huizenga, Hudson, DeGroote and
Melk vote together, they would have the ability to control the outcome of most
matters submitted to a vote of the Company's stockholders, especially with
respect to the election of directors.
DEPENDENCE ON KEY PERSONNEL. The Company believes that the experience
and success that its management team has had in operating and growing public and
private service companies, in general, and public and private companies in the
waste management industry, in particular, is important to the Company's future
success. However, there can be no assurance that its management team will have
the same success in operating and growing the Company as it has had with other
companies in the past. Furthermore, the Company has not entered into
non-competition agreements or employment agreements with any of Messrs.
Huizenga, Hudson or Gregory K. Fairbanks, the Company's Chief Financial Officer
and an Executive Vice President. The loss of the services of any of the members
of its management team, in general, or Mr. Huizenga in particular (whether such
loss is through resignation or otherwise), could have a material adverse effect
on the operations and future success of the Company.
POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF COMMON STOCK. Future
sales of the Shares or the perception that such sales could occur could
adversely affect the market price of the Common Stock. There can be no
assurance as to when, and how many of, the Shares will be sold and the effect
such sales may have on the market price of the Common stock. On August 11,
1995, the Company registered for sale by certain selling stockholders an
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aggregate of 54,458,375 shares of Common Stock, of which 36,313,375 were issued
and outstanding and 18,145,000 were reserved for issuance pursuant to certain
outstanding options and warrants. In addition, the Company has issued and
intends to issue in the future Common Stock and/or options or warrants to
purchase Common Stock pursuant to exemptions from registration available under
the Securities Act in connection with certain of its acquisitions. Such
securities are subject to resale in accordance with the Securities Act and the
regulations promulgated thereunder. As such restrictions lapse or if such
shares are registered for sale to the public, such securities may be sold into
the public market. To facilitate the issuance of Common Stock in making
acquisitions, the Company currently intends to register an additional 6,000,000
shares of Common Stock pursuant to a shelf registration statement. In the
event of the issuance and subsequent resale of a substantial number of shares
of Common Stock, or a perception that such sales could occur, there could be a
material adverse effect on the prevailing market price of the Common Stock.
DILUTION. The issuance of additional shares of Common Stock upon
exercise of outstanding and presently exercisable warrants, or upon the
Company's completion of any acquisitions and business combinations, may have a
dilutive effect on earnings per share and will have a dilutive effect on the
voting rights of the holders of Common Stock.
ABSENCE OF OPERATING HISTORY IN POSSIBLE EXPANSION OF EXISTING
OPERATIONS. Management currently contemplates expanding the Company's
operations outside of solid waste management and related lines of business and,
in connection therewith, changing the name of the Company. On August 28, 1995,
the Company entered the electronic security services industry through the
acquisition of two affiliated companies which provide electronic security
services. The Company has no history of operations in the electronic security
services industry or any industry other than solid waste management and related
lines of business. There can be no assurance that the Company will be
successful in the electronic security services industry or in any other industry
which it enters. There can be no assurance that the Company will enter into any
additional industries unrelated to the solid waste services industry or, if it
does enter into any such industries, that it will achieve the results
anticipated by management.
NEED FOR SUBSTANTIAL ADDITIONAL CAPITAL. The Company's current business
strategy is to act aggressively in growing as an integrated solid waste
management company by acquiring and integrating existing solid waste companies
and recycling businesses, and to expand its recently acquired electronic
security services business by internal growth and by making additional
acquisitions in that industry. Further, the Company currently anticipates
expanding the Company's operations outside of solid waste management, electronic
security services and
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related lines of business. Although the Company has substantially no debt and
has approximately $195 million in cash available for general corporate
purposes, principally to finance acquisitions, the Company believes that
substantial additional capital will be necessary to fully capitalize on
acquisition and expansion opportunities that may become available to the
Company. Accordingly, the Company intends to replace the Company's existing
$35 million credit facility (which currently has approximately $31 million of
available borrowing capacity) with a substantially larger credit facility.
However, there can be no assurance that such additional financing will be
available, or, in the event that it is, that it will be available on terms
acceptable to the Company. In the event that such financing is not available or
is not available in the amounts or on terms currently contemplated by
management, the implementation of the Company's acquisition strategy could be
materially and adversely affected.
IMPEDIMENTS TO COMPLETING FUTURE ACQUISITIONS. The Company's
acquisition strategy depends on its ability to identify and acquire appropriate
solid waste collection operations and landfills, electronic security systems
businesses, and other unrelated service businesses, to integrate the acquired
operations effectively and to increase its market share. A number of the
Company's competitors for such acquisitions are larger, better known companies
than the Company with significantly greater financial resources. There can be no
assurance that the Company will be able to locate acquisition candidates in
markets or on terms the Company deems attractive, that any identified candidates
will be acquired, or that acquired operations will be effectively integrated to
realize expected efficiencies and economies of scale or prove profitable. The
completion of acquisitions requires the expenditure of sizeable amounts of
capital, and the intense competition among companies pursuing similar
acquisition strategies may increase capital requirements. The Company could be
forced to alter its strategy in the future if such candidates become unavailable
or too costly. As the Company continues to pursue its acquisition strategy in
the future, its financial position and results of operations may fluctuate
significantly from period to period.
RISKS ASSOCIATED WITH ACQUISITIONS. Although the Company investigates
each business that it acquires, there may be liabilities that the Company fails
or is unable to discover, including liabilities arising from non-compliance with
environmental laws by prior owners, and for which the Company, as a successor
owner, may be responsible. The Company seeks to minimize the impact of these
liabilities by obtaining indemnities and warranties from the seller which may be
supported by deferring payment of a portion of the purchase price. However,
these indemnities and warranties, if obtained, may not fully cover the
liabilities due to their limited scope, amounts, or
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duration, the financial limitations of the indemnitor or warrantor, or other
reasons.
ENVIRONMENTAL REGULATION. The collection and disposal of solid wastes,
operation of landfills and rendering of related environmental services are
subject to federal, state and local requirements which regulate health, safety,
the environment, zoning and land-use. Operating permits are generally required
for landfills and certain collection vehicles, and these permits are subject to
revocation, modification and renewal. Federal, state and local regulations vary,
but generally govern disposal activities and the location and use of facilities
and also impose restrictions to prohibit or minimize soil, air and water
pollution. In connection with landfills, it often may be necessary to expend
considerable time, effort and money to bring the Company's existing or acquired
facilities into compliance with applicable requirements and to obtain the
permits and approvals necessary to increase their capacity. In addition,
governmental authorities have the power to enforce compliance with these
regulations and to obtain injunctions or impose fines in the case of violations,
including criminal penalties. These regulations are administered by the United
States Environmental Protection Agency (the "EPA") and various other federal,
state and local environmental and health and safety agencies and authorities,
including the Occupational Safety and Health Administration of the United States
Department of Labor. Certain of the Company's waste disposal operations traverse
state boundaries. Although such operations currently constitute an immaterial
portion of the Company's business, their importance may increase as the Company
completes future acquisitions. Such operations could be adversely affected if
the federal government or a state in which a landfill is located limits or
prohibits, imposes discriminatory fees on or otherwise seeks to discourage the
disposal, within state boundaries, of waste collected outside of the state.
Subtitle D of the Resource Conservation and Recovery Act of 1976, as
amended ("RCRA"), establishes a framework for regulating the storage, collection
and disposal of non-hazardous solid wastes. In the past, the Subtitle D
framework has left the regulation of non-hazardous waste storage, collection and
disposal largely to the states. However, in October 1991, the EPA promulgated a
final rule which imposes minimum federal comprehensive solid waste management
criteria and guidelines for disposal facilities and operations, including
location restrictions, facility design and operating criteria, closure and
post-closure requirements, financial assurance standards, groundwater monitoring
requirements and corrective action standards, many of which had not commonly
been in effect or enforced in connection with solid waste landfills. States are
required to revise their landfill regulations to meet these requirements.
Because some parts of the new regulations will be phased in over time, the full
effect of these regulations may not
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be felt for several years. However, other than for groundwater monitoring and
financial assurance requirements, all provisions of the final rule became
effective in October 1993. All of the Company's planned landfill expansions or
new landfill development projects have been engineered to meet or exceed these
requirements. Operating and design criteria for existing operations have been
modified to comply with these new regulations. There can be no assurance that
the EPA will not promulgate similar regulations under Subtitle D in connection
with the collection of non-hazardous solid waste.
HAZARDOUS SUBSTANCES LIABILITY. The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("Superfund" or
"CERCLA"), has been interpreted by some courts to impose strict, joint and
several liability on current and former owners or operators of facilities at
which there has been a release or a threatened release of a "hazardous
substance" and on persons who generate, transport or arrange for the disposal of
such substances at the facility. Thousands of substances are defined as
"hazardous" under CERCLA and their presence, even in minute amounts, can result
in substantial liability. The statute provides for the remediation of
contaminated facilities and imposes costs on the responsible parties. The
expense of conducting such a cleanup and the damages can be very significant
and, given the limitations in insurance coverage for these risks, could have a
material adverse impact on the Company's business and financial condition.
Notwithstanding its efforts to comply with applicable regulations and to avoid
transporting and receiving hazardous substances, such substances may be present
in waste collected by the Company or disposed in its landfills, or in waste
collected, transported or disposed in the past by acquired companies. More than
20% of the sites on the EPA's National Priorities List of Hazardous Waste Sites
are solid waste landfills that ostensibly never received any "hazardous wastes."
The Company intends to continue to focus on the non-hazardous waste disposal
market and does not intend to acquire or develop hazardous waste disposal
operations. As used in this Prospectus, "non-hazardous waste" means substances,
including asbestos, that are not defined as hazardous wastes under federal
regulations.
LACK OF ENVIRONMENTAL LIABILITY INSURANCE. The majority of the Company's
facilities currently carry site-specific pollution legal liability insurance,
which may provide coverage under certain circumstances for pollution damage to
third parties. In addition, the Company has certain contractors' pollution
liability insurance and professional liability insurance, which may provide
coverage under certain circumstances for damage to third parties. However, both
of these coverages are restrictive in nature, as they are subject to certain
exclusions and effective dates, consistent with insurance industry requirements.
In addition, such coverage is subject to specific and aggregate limits which may
not be sufficient to cover claims, if they
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should arise. In certain prior years, consistent with industry experience, the
Company was not able to obtain broad pollution insurance at reasonable costs
and, therefore, carried only such coverage as was required by regulatory
permits. In addition, the extent of insurance coverage under certain forms of
policies has been the subject in recent years of litigation in which insurance
companies have, in some cases, successfully taken the position that certain
risks are not covered by such policies. If, in the absence of such insurance,
the Company were to incur liability for environmental damages of sufficient
magnitude, it could have a material adverse effect on the Company's business
and financial condition.
RISKS OF PENDING AND FUTURE LEGAL PROCEEDINGS. In addition to the costs
of complying with environmental regulations, waste management companies will
continue to be involved in legal proceedings in the ordinary course of business.
Government agencies may seek to impose fines on the Company for alleged failure
to comply with laws and regulations or to deny, revoke or impede the renewal of
the Company's permits and licenses. In addition, such governmental agencies, as
well as surrounding landowners, may claim the Company is liable for
environmental damage. Citizen's groups have become increasingly active in
challenging the grant or renewal of permits and licenses, and responding to such
challenges has further increased the costs associated with permitting new
facilities or expanding current facilities. A significant judgment against the
Company, the loss of a significant permit or license or the imposition of a
significant fine could have a material adverse effect on the Company's financial
condition. The Company is currently a party to various legal proceedings as well
as environmental proceedings which have arisen in the ordinary course of its
business. Although no assurance can be given with respect to the outcome of
these legal and environmental proceedings and the effect such outcomes may have
on the Company, management of the Company believes that these proceedings will
be resolved in a manner that will not have a material adverse effect on the
Company's business or financial position.
SEASONALITY. The Company believes that its collection and landfill
operations can be adversely affected by protracted periods of inclement weather
which could delay the development of landfill capacity or the transfer of waste
and/or reduce the volume of waste generated. There can be no assurance that
protracted periods of inclement weather will not have a material adverse effect
on the Company's future results of operations.
COMPETITION IN THE SOLID WASTE INDUSTRY; LANDFILL ALTERNATIVES. The
waste industry is highly competitive. Entry into the industry and ongoing
operations within the industry require substantial technical, managerial and
financial resources. The non-hazardous waste industry is led by three large
national waste management companies and numerous regional and
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local companies, all of which contribute to the high level of competition that
characterizes the industry. Some of these companies have significantly greater
financial and operational resources and more established market positions than
the Company. In addition, the Company must often compete with municipalities
that maintain their own waste collection and landfill operations and often have
financial advantages due to the availability of tax revenues and tax-exempt
financing.
Further, alternatives to landfill disposal (such as recycling,
composting and waste-to-energy) are increasingly competing with landfills. There
also has been an increasing trend at the state and local levels to mandate waste
reduction at the source and to prohibit the disposal of certain types of wastes,
such as yard wastes, at landfills. This may result in the volume of waste going
to landfills being reduced in certain areas, which may affect the Company's
ability to operate its landfills at their full capacity and/or affect the prices
that can be charged for landfill disposal services. In addition, most of the
states in which the Company operates landfills have adopted plans or
requirements which set goals for specified percentages of certain solid waste
items to be recycled. To the extent these are not yet in place, these recycling
goals will be phased in over the next few years.
COMPETITION IN THE ELECTRONIC SECURITY SERVICES INDUSTRY. The security
alarm industry is highly competitive and highly fragmented. The Company's
electronic security systems business competes with five large national
companies, as well as smaller regional and local companies, in all of its
operations. Furthermore, new competitors are continuing to enter the industry
and the Company may encounter additional competition from such future industry
entrants. Certain of the Company's competitors have greater financial and other
resources than the Company. There can be no assurance that the Company will be
able to compete effectively in the future.
"FALSE" ALARM ORDINANCES. The Company believes that approximately 95%
of alarm activations that result in the dispatch of police or fire department
personnel are not emergencies, and thus are "false" alarms. Significant concern
has arisen in certain municipalities about this high incidence of "false"
alarms. This concern could cause a decrease in the likelihood or timeliness of
police response to alarm activations and thereby decrease the propensity of
consumers to purchase or maintain alarm monitoring services. Recently, a trend
has emerged on the part of local governmental authorities to consider or adopt
various measures aimed at reducing the number of "false" alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting "false" alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of "false" alarms,
(iii) imposing fines on alarm subscribers for "false" alarms, (iv)
11
15
imposing limitations on the number of times the police will respond to alarms
at a particular location after a specified number of "false" alarms, and/or (v)
requiring further verification of an alarm signal before the police will
respond. Enactment of such measures could adversely affect the Company's
electronic security services business and operations.
GEOGRAPHIC CONCENTRATION OF COMPANY'S ELECTRONIC SECURITY SYSTEMS
BUSINESS; RISKS OF POTENTIAL EXPANSION. The existing subscriber base of the
Company's two subsidiaries in the electronic security system business is
geographically concentrated in certain metropolitan areas of Florida.
Accordingly, their performance may be adversely affected by regional or local
economic conditions, regulation or other factors. The Company may from time to
time make acquisitions in regions outside of its current operating areas. In
order for the Company to expand successfully into a new area, the Company must
obtain a sufficient number, and density, of subscriber accounts in such area to
support the additional investment. There can be no assurance that an expansion
into new geographic areas would generate operating profits.
USE OF PROCEEDS
This Prospectus relates solely to Shares being offered and sold for the
accounts of the Selling Stockholders. The Company will not receive any proceeds
from the sale of the Shares but will pay all expenses related to the
registration of the Shares. See "Selling Stockholders."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
aggregate number of shares of Common Stock beneficially owned by each Selling
Stockholder as of September 8, 1995 and the aggregate number of shares of
Common Stock registered hereby that each Selling Stockholder may offer and sell
pursuant to this Prospectus. All of the 6,090,000 Shares offered are issued
and outstanding as of the date of this Prospectus. Because the Selling
Stockholders may sell all or a portion of the Shares at any time and from time
to time after the date hereof, no estimate can be made of the number of shares
of Common Stock that each Selling Stockholder may retain upon completion of the
Offering. To the knowledge of the Company, none of the Selling Stockholders has
any material relationship with the Company except as set forth in the footnotes
to the following table and as more fully described elsewhere in this Prospectus
(including the information incorporated by reference in this Prospectus).
12
16
Shares Shares to
Beneficially be Offered
Owned Prior for the Selling
to the Stockholder's
Selling Stockholder Offering Account
------------------- ------------ ---------------
Andre Agassi 50,000 50,000
Allen Capital L.P. 110,000 110,000
Allen Capital (International) L.P. 34,000 34,000
Barbara Appel 1,250 1,250
Jack Atkinson 100,000 100,000
Awad & Associates L.P. 80,000 30,000
Donald Baron IRA 2,500 2,500
Steven R. Berrard 675,000 50,000
Patricia Billhardt Gift Trust 5,000 5,000
Patricia Billhardt Master Trust 5,000 5,000
Joel Brauser 207,100 207,100
Leon Brauser 119,900 119,900
Michael Brauser (1) 381,500 381,500
Robert Brauser 381,500 381,500
Christopher M. Browne Agency 500 500
John A. Canning, Jr. 10,000 10,000
CitiPerformance Portfolio S.A. 700,000 250,000
Mary T. Clark 1,300 1,300
John L. Colton 25,000 25,000
Marcia W. Constance Revocable 1981 Trust 1,300 1,300
Wallace Coulter Living Trust dated 8/2/93 2,500 2,500
C.S.L. Associates, L.P. 15,000 15,000
Cypress Partners 185,000 185,000
Gordon Davenport 5,000 5,000
Delaware Group Premium Fund, Inc. for the Emerging 16,460 3,320
Growth Series
Delaware Group Trend Fund, Inc. 533,540 96,680
Christina L. Desormier 2,000 2,000
Robin Edelstein 1,250 1,250
Byron Erkenbrechner IV 1993 Trust 1,300 1,300
Charles Elsener 100,000 100,000
Ethel S. Figon Trust 2,500 2,500
First Mutual Fund 15,000 15,000
Richard C. Fogelson Trust dated 7/8/91 1,250 1,250
Gabelli International II Limited 80,000 50,000
Sandra and Seymour Ginsberg 1,500 1,500
Ronald M. Gray IRA Rollover 1,250 1,250
Dr. Eugene Goldwasser Self Declaration of Trust dated 7/28/86 1,000 1,000
JE & ME Greene Survivors Trust 2,500 2,500
dated 7/31/85
Harman Investments, L.P. 100,000 25,000
Heritage Small Cap Fund 90,000 40,000
Terry Hermanson 5,000 5,000
Terry Hermanson '93 Remainder Unitrust 5,000 5,000
Highland Partners 15,000 15,000
R. Craig Hoenshell 1,500 1,500
Edwin C. Hoggins Trust under the will dated 8/18/71 1,000 1,000
Kay Honigman-Singer 1,000 1,000
Daniel M. Housman 1,250 1,250
Ronna Isaacs Trust dated 8/18/92 1,250 1,250
Jewish Community Centers 2,500 2,500
K&B Savings Plan and Trust 2,000 2,000
Keller Construction Co., Ltd. 1,300 1,300
Retirement
James Kromer IRA Rollover 1,000 1,000
Scott G. Lentin 1,250 1,250
M.H. Whittier Corporation 14,900 9,900
Robert Thomas Mann Trust dated 12/11/89, Sheldon 1,250 1,250
Mann and H. George Mann, Trustees
John M. Marks 2,500 2,500
Lloyd H. Marmon 2,500 2,500
Massachusetts Mutual Life Insurance Company 112,500 37,500
MassMutual Corporate Value Partners Limited 112,500 37,500
Mark J. Metzner IRA Rollover 2,500 2,500
MFS Company Pension Plan 1,000 1,000
MFS Emerging Equities Fund 51,402 30,000
MFS Emerging Growth Fund 1,228,062 800,000
Charles V. Moore 60,000 60,000
Morgan Guaranty Trust Company of New York, as Trustee 220,000 220,000
National Amusements, Inc. 50,000 50,000
Neurological Surgery S.L. Employee Profit Sharing Plan 2,000 2,000
Larry G. Olin as Trustee or his Successors of the 1,500 1,500
Larry G. Olin Declaration of Trust dated 10/31/94
Paine Webber Growth Fund, a series of Paine Webber Olympus Fund 750,000 500,000
David A. Pasant 2,000 2,000
James H. Pasant 1,500 1,500
Arthur Paul Trust dated 9/22/92 1,250 1,250
Dennis B. Propp and Phyliss D. Propp JTWROS 1,000 1,000
The Raptor Global Fund, L.P. 115,600 49,600
The Raptor Global Fund, Ltd. 134,500 55,300
Richard Reiss, Jr. 5,000 5,000
Winifred Rhodes BEA 1981 Trust 2,500 2,500
Winifred Rhodes BEA 1966 Trust 6,000 1,000
Dr. Michael K. and Bonnie Rosenberg 1,500 1,500
Rose Rozran Trust dated 6/7/84 1,000 1,000
Jewel Rubin 1,250 1,250
Fayez Sarofim 50,000 50,000
SC Fundamental Value BVI, Ltd. 72,700 34,700
SC Fundamental Value Fund, L.P. 127,300 65,300
Schaumberg Toyota Profit Sharing Trust 2,000 2,000
Alice Schimberg 2,500 2,500
Mark Schneider 20,000 20,000
Thomas J. Schnitzer 1992 Declaration of Trust dated 7/15/92 1,250 1,250
Clifford J. Seidner Trust dated 8/21/90, Lawrence 1,250 1,250
Mages and Timothy Rucinski, Trustees
Diane Seidner-Mundree Trust dated 8/21/90, Lawrence 1,250 1,250
Mages and Timothy Rucinski, Trustees
Gregory R. Shlopak 168,000 68,000
D. Katherine Solaini 1991 Trust 500 500
Jane Stokar 1,000 1,000
T. Rowe Price New Horizons Fund 650,000 500,000
T. Rowe Price Science & Technology Fund 500,000 500,000
Tudor Arbitrage Partners, L.P. 65,200 24,400
Tudor BVI Futures, Ltd. 394,600 170,600
Vanguard/Morgan Growth Fund, Inc. 280,000 280,000
Warburg Pincus Emerging Growth Fund 200,000 50,000
Carl E. Warden 50,000 50,000
Elizabeth Wellek Trust dated 12/11/89, H. 1,250 1,250
George Mann and Sheldon S. Mann, Trustees
Cheyenna Whittier Revocable 1987 1,300 1,300
Trust
D.A. Whittier 1966 Issue Trust 500 500
G. Whitter-Ferguson Revocable 1991 Trust 1,000 1,000
Lucy Whittier 1991 (QDOT) Trust 4,000 4,000
O. Whitter Testamentary Trust UDD 1/1/76 1,300 1,300
Paul M. Whittier Irrevocable 1989 1,300 1,300
Trust
William Keller Agency 7,500 2,500
Kimberly Williams 1977 Trust 2,500 2,500
H.W. Woodward 1966 TR FBO M. 1,000 1,000
Constance
Laura Lee W. Woods 1966 Trust 7,500 2,500
Laura-Lee Woods 1992 Trust 5,000 5,000
Laure L. Woods 1983 Trust 10,000 5,000
____________
(1) Michael Brauser has served as Senior Vice President of the Company's
electronic security services subsidiary since August 28, 1995.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell or distribute some or all of the
Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on Nasdaq and
the Toronto Exchange, in privately negotiated transactions (including sales
pursuant to pledges) or in the over-the-counter market, or in a combination of
such transactions. Such transactions may be effected by the Selling Stockholders
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. Brokers, dealers, agents or underwriters participating in such
transactions as agent may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, agent or
underwriter might be in excess of those customary in the type of transaction
involved. This Prospectus also may be used, with the Company's consent, by
donees of the Selling Stockholders, or by other persons acquiring Shares and who
wish to offer and sell such Shares under circumstances requiring or making
desirable its use.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed
13
17
to be underwriting discounts and commissions under the Securities Act. Neither
the Company nor the Selling Stockholders can presently estimate the amount of
such compensation. The Company knows of no existing arrangements between any
Selling Stockholder and any other Selling Stockholder, underwriter, broker,
dealer or other agent relating to the sale or distribution of the Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.
DESCRIPTION OF CAPITAL STOCK
The First Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation") authorizes capital stock consisting
of 350,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000
shares of preferred stock ("Preferred Stock"). There were 57,943,456 shares
of Common Stock, and no shares of Preferred Stock, issued and outstanding as of
September 8, 1995. The following summary description of the capital stock of
the Company is qualified in its entirety by reference to the Certificate of
Incorporation and Bylaws of the Company, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part.
14
18
COMMON STOCK. The holders of shares of Common Stock have equal pro rata
rights to dividends if, as and when declared by the Company's Board of
Directors; do not have any preemptive subscription or conversion rights; and
have one vote per share on all matters upon which the stockholders of the
Company may vote at all meetings of stockholders. There are no redemption or
sinking fund provisions applicable to the Common Stock. The holders of the
Common Stock of the Company do not have cumulative voting rights. As a result,
the holders of a majority of the shares voting for the election of directors can
elect all the members of the Board of Directors.
PREFERRED STOCK. No shares of Preferred Stock are currently outstanding.
The Board of Directors is authorized to divide the Preferred Stock into series
and, with respect to each series, to determine the dividend rights, dividend
rate, conversion rights, voting rights, redemption rights and terms, liquidation
preferences, the number of shares constituting the series, the designation of
such series and such other rights, qualifications, limitations or restrictions
as the Board of Directors may determine. The Board of Directors could, without
shareholder approval, issue Preferred Stock with voting rights and other rights
that could adversely affect the voting power of holders of Common Stock and such
stock could be used to prevent a hostile takeover of the Company. The Company
has no present plans to issue any shares of Preferred Stock.
CERTIFICATE OF INCORPORATION AND BYLAWS; CLASSIFICATION OF BOARD OF
DIRECTORS. The Company's Certificate of Incorporation provides that the members
of the Board of Directors be divided into three classes with terms of three
years each, with the term of office of one class expiring each year.
Accordingly, only those directors of a single class can be changed in any one
year and it would take three elections to change the entire Board. The Company's
Bylaws provide that directors may be removed for cause by vote of two-thirds of
the other directors or by vote of a majority of stockholders, and may be removed
without cause by the vote of a majority of stockholders at a meeting called for
such purpose. While the Company believes that such provisions are in the best
interests of the Company and its stockholders, such requirements may have the
effect of protecting the Company's management against outside interests.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Common Stock is First Interstate Bank of Texas, N.A.
LEGAL MATTERS AND EXPERTS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A.
15
19
Attorneys employed by Akerman, Senterfitt & Eidson, P.A. beneficially own an
aggregate of 302,250 shares of Common Stock as of the date of this Prospectus.
The consolidated financial statements, schedules and supplemental consolidated
financial statements for the Company incorporated by reference in this
Prospectus and in the Registration Statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and have been incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said reports. The consolidated financial statements of Southland and
subsidiaries incorporated be reference in this Prospectus and in the Regisration
Statement have been audited by Grenadier, Appleby, Collins & Company,
independent public accountants, as indicated in their reports with respect
thereto, and have been incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994, specifically
including the Company's Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 1995, the Company's Current Report on Form 8-K/A dated July 17, 1995,
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995,
the Company's Current Report on Form 8-K dated August 24, 1995, the Company's
Current Report on Form 8-K dated August 28, 1995, and the Company's Current
Report on Form 8-K dated September 7, 1995; and (iii) the Company's Proxy
Statement dated July 24, 1995 relating to the Special Meeting of Stockholders
held August 3, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document or information
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is,
or is deemed to be, incorporated herein by reference, 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 UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
16
20
REFERENCE). REQUESTS SHOULD BE DIRECTED TO COURTLAND D. PEDDY, SECRETARY,
REPUBLIC WASTE INDUSTRIES, INC., 200 EAST LAS OLAS BOULEVARD, SUITE 1400, FT.
LAUDERDALE, FLORIDA 33301, TELEPHONE: (305) 761-8333.
17
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Registration Statement. All of
such expenses, other than the filing fee for the Commission, are estimates.
Securities and Exchange Commission
Filing Fee................................... $44,887.50
Printing and Engraving
Expenses..................................... $_____*____
Legal Fees and Expenses........................ $_____*____
Accounting Fees and
Expenses..................................... $_____*____
Blue Sky Fees and
Expenses..................................... $_____*____
__________
* To be filed by Amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of
directors duty of loyalty to the Company or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of the Bylaws of the Company provide that to the fullest
extent and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law
of the State of Delaware, the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Company, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in
22
settlement actually and reasonably incurred in connection with such action,
suit, or proceeding if he acted in good faith and in a manner he reasonably
believed to be in and not opposed to the best interests of the Company, and
with respect to any criminal action or proceeding, he had no reasonable cause
to believe his conduct was unlawful. Determination of action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contender or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in and not opposed to the best interests of the Company, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was lawful.
The Bylaws provide that any decision as to indemnification shall be
made: (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Indemnification pursuant to
these provisions is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer. The Company may purchase
and maintain insurance on behalf of any person who is or was a director or
officer.
Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as he/she would have
with respect to such constituent corporation if its separate existence had
continued.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
23
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Exhibit Description
------- -------------------
3.1* First Amended and Restated Certificate of Incorporation of Republic Waste Industries, Inc.
3.2 Bylaws of Republic Waste Industries, Inc. (incorporated by reference from Exhibit 3.2 to the Company's
Registration Statement on Form S-3, file number 33-42530).
5.1** Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1 above).
23.2* Consent of Independent Public Accountants.
23.3* Consent of Independent Public Accountants.
__________
* Filed herewith.
** To be filed by amendment.
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;
ii) To reflect in the prospectus any facts or
events arising after the effective date of
24
this 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 this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
this Registration Statement;
iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein,
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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at
25
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
26
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ft. Lauderdale, State of Florida, on September
8, 1995.
REPUBLIC WASTE INDUSTRIES, INC.
(Registrant)
By: /s/ GREGORY K. FAIRBANKS
--------------------------------
Gregory K. Fairbanks
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Form S-3
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ RICK L. BURDICK
----------------------------- ------------------------------
J.P. Bryan Rick L. Burdick
Director Director
September _, 1995 September 8, 1995
/s/ HARRIS W. HUDSON
----------------------------- ------------------------------
Michael G. DeGroote Harris W. Hudson
Vice Chairman of the Board President and Director
September _, 1995 September 8, 1995
/s/ H. WAYNE HUIZENGA /s/ GREGORY K. FAIRBANKS
----------------------------- ------------------------------
H. Wayne Huizenga Gregory K. Fairbanks
Chairman of the Board and Chief Executive Vice President and
Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Accounting Officer)
September 8, 1995 September 8, 1995
/s/ JOHN J. MELK
------------------------------
John J. Melk
Director
September 8, 1995
EX-3.1
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FIRST AMENDED & RESTATED CERT. OF INC.
1
EXHIBIT 3.1
FIRST AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
REPUBLIC WASTE INDUSTRIES, INC.
Republic Waste Industries, Inc., a corporation organized and existing
under the laws of the State of Delaware, (the "Corporation"), does hereby
certify as follows:
(a) The name of the Corporation is Republic Waste Industries, Inc.
and the original Certificate of Incorporation of the Corporation was originally
filed with the office of the Secretary of State of the State of Delaware on May
30, 1991.
(b) This First Amended and Restated Certificate of Incorporation
has been duly adopted in accordance with the provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware (the "Act") and
restates, integrates and amends the provisions of the Certificate of
Incorporation, as amended to date, of the Corporation.
(c) The text of the Certificate of Incorporation of the
Corporation, as heretofore amended or supplemented, is hereby amended and
restated to read in its entirety as follows:
FIRST: The name of the Corporation is:
Republic Waste Industries, Inc.
SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
county of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: The nature of the businesses or purposes to be conducted or
promoted is:
To conduct any lawful business, to exercise any lawful purpose
and power, and to engage in any lawful act or activity for which
corporations may be organized under the Act or by any other law of
Delaware or by this Certificate of Incorporation together with any
powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the
businesses or purposes of the Corporation.
FOURTH: The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 355,000,000 shares, consisting of
350,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000
shares of Preferred Stock, par value $0.01 per share. The aggregate par value
of all the shares of all classes of stock which this Corporation has the
authority to issue is $3,500,000.
A. COMMON STOCK. The shares of Common Stock shall have no
preemptive or preferential rights of subscription concerning further
issuance or authorization of any securities of the Corporation. Each
share of Common Stock shall entitle the holder thereof to one vote, in
person or by proxy. The holders of the Common Stock shall be entitled
to receive dividends if, as and when declared by the Board of
Directors. The Common Stock may be issued from
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time to time in one or more series and shall have such other relative,
participant, optional or special rights, qualifications, limitations
or restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such Common
Stock from time to time adopted by the Board of Directors pursuant to
authority so to adopt which is hereby vested in the Board of
Directors.
B. PREFERRED STOCK. The Preferred Stock may be issued from time
to time in one or more series and (a) may have such voting powers,
full or limited, or may be without voting powers; (b) may be subject
to redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of stock;
(d) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation; (e) may be made
convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or
classes of stock of the Corporation, at such price or prices or at
such rates of exchange, and with such adjustments; and (f) shall have
such other relative, participating, optional or special rights,
qualifications, limitations or restrictions thereof, as shall
hereafter be stated and expressed in the resolution or resolutions
providing for the issuance of such Preferred Stock from time to time
adopted by the Board of Directors pursuant to authority so to do which
is hereby vested in the Board of Directors.
At any time and from time to time when authorized by
resolution of the Board of Directors and without any action by its
shareholders, the Corporation may issue or sell any shares of its
stock of any class or series, whether out of the unissued shares
thereof authorized by the Certificate of Incorporation, as amended, or
out of shares of its stock acquired by it after the issue thereof, and
whether or not the shares thereof so issued or sold shall confer upon
the holders thereof the right to exchange or convert such shares for
or into other shares of stock of the Corporation of any class or
classes or any series thereof. When similarly authorized, but without
any action by its shareholders, the Corporation may issue or grant
rights, warrants or options, in bearer or registered or such other
form as the Board of Directors may determine, for the purchase of
shares of the stock of any class or series of the Corporation within
such period of time, or without limit as to time, of such aggregate
number of shares, and at such price per share, as the Board of
Directors may determine. Such rights, warrants or options may be
issued or granted separately or in connection with the issue of any
bonds, debentures, notes, obligations or other evidences of
indebtedness or shares of the stock of any class or series of the
Corporation and for such consideration and on such terms and
conditions as the Board of Directors, in its sole discretion, may
determine. In each case, the consideration to be received by the
Corporation for any such shares so issued or sold shall be fixed from
time to time by the Board of Directors.
FIFTH: Except as may otherwise be provided in this Certificate or in
the Bylaws of the Corporation, as the same may be amended from time to time,
the Board of Directors shall have all powers and authority which may be granted
to a board of directors of a corporation under the Act, including but not
limited to the following:
(a) to adopt, amend or repeal the Bylaws of the
Corporation;
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(b) to authorize and cause to be executed mortgages and
liens upon the real and personal property of the Corporation;
(c) to set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve in the manner in which
it was created;
(d) to designate one or more committees;
(e) to sell, lease or exchange all or substantially all
of the property and assets of the Corporation, including its good will
and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or
property including shares of stock in, and/or other securities of, any
other corporation or corporations, as the Board of Directors shall
deem expedient and for the best interest of the Corporation, when and
as authorized by the shareholders entitled to vote thereon;
(f) to provide indemnification for directors, officers,
employees, and/or agents of the Corporation to the fullest extent
permitted by law, subject however, to the rules against limitation on
liability of directors as set forth in Section 102 of the Act, as
amended from time to time; and
(g) to determine from time to time whether and to what
extent, and at what times and places and under what conditions and
regulations, the accounts and books of the Corporation or any of them,
shall be opened to the inspection of the shareholders, and no
shareholder shall have any right to inspect any account or book or
document of the Corporation, except as conferred by the Act or
authorized by the Board of Directors, or by a resolution of the
shareholders.
SIXTH: The Board of Directors of the Corporation shall consist of one
or more members. The number of directors shall be fixed by, or in the manner
provided in the Bylaws. The directors shall be classified into three classes,
with each class as nearly equal in number as possible, in the manner specified
in the Bylaws. At the first annual meeting of shareholders, members of the
first class shall be elected for a one-year term, members of the second class
shall be elected for a two-year term, and members of the third class shall be
elected for a three-year term. At each annual meeting of shareholders after
the first annual meeting, the successors to the class of directors whose terms
expire at that meeting shall be elected for a three-year term.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its shareholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this Corporation or of any creditor or shareholder thereof, or
on the Corporation or of any creditor or shareholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the Act or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of the Act, order a meeting of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders of this Corporation, as the case may be, to be summoned in such
manner as the court directs. If a majority in number representing
three-fourths (3/4) in value of the creditors or class of creditors, and/or of
the shareholders or class of shareholders of this Corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the compromise
or
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arrangement and the reorganization shall, if sanctioned by the court to which
the application has been made, be binding on all the creditors or class of
creditors and/or on all the shareholders or class of shareholders of this
Corporation, as the case may be, and also on this Corporation.
EIGHTH: To the extent permitted by law, no contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which
authorizes the contract or transaction, or solely because his or their votes
are counted for such purposes, if:
(a) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board of Directors or
committee authorizes the contract or transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(b) the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved by vote of the shareholders; or
(c) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by
the Board of Directors, a committee thereof, or the shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
NINTH: The Corporation reserves the right to amend or repeal any
provision contained herein, add any additional provisions hereto, increase or
decrease the number of authorized shares of stock, or restate this Certificate
of Incorporation in its entirety in the manner now or hereafter prescribed by
the Act.
TENTH: Except as otherwise required by law or as otherwise provided
in this Certificate of Incorporation or in the Bylaws of the Corporation, any
matter properly submitted to a vote of the shareholders at a meeting of
shareholders duly convened at which there is a quorum present shall be deemed
approved upon an affirmative vote of the holders of a majority of the
outstanding shares of Common Stock present at the meeting, in person or by
proxy. No holders of any class of stock other than Common Stock shall be
entitled to vote upon any matter, except as may be required by law, this
Certificate of Incorporation, or the Bylaws of the Corporation. Written
ballots shall not be required for the election of directors.
ELEVENTH: In addition to any other indemnification granted to
directors of the Corporation contained in this Certificate of Incorporation,
the Bylaws of the Corporation, or adopted by resolution of the shareholders or
directors of the Corporation, no director of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, provided however, that this
indemnification shall not eliminate or limit the liability of a director for
any breach of the director's duty of loyalty to the Corporation or its
shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or payment of any
unlawful
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dividend or for any unlawful stock purchase or redemption, or for any
transaction from which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the undesigned has caused this First Amended and
Restated Certificate of Incorporation to be executed this 3rd day of August,
1995.
Republic Waste Industries, Inc.
By:/S/ MICHAEL G. DEGROOTE
-----------------------------------------
Michael G. DeGroote,
Chairman, President and
Chief Executive Officer
STATE OF GEORGIA )
)
COUNTY OF COBB )
Before me, Karen Poor, a Notary Public in and for the State of
Georgia, on this day personally appeared Michael G. DeGroote, known to me to be
the person whose name is subscribed to the foregoing instrument and known to me
to be the Chairman, Chief Executive Officer and President of Republic Waste
Industries, Inc., and acknowledged to me that he executed said instrument by
and on behalf of said corporation and the facts stated therein are true.
Given under my hand and seal of office this 3rd day of August, 1995.
/S/ KAREN POOR
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Notary Public
KAREN POOR
-----------------------------------
Printed Name of Notary Public
My commission expires:April 27, 1997
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EX-23.2
3
CONSENT OF ARTHUR ANDERSEN LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 14, 1995 (except with respect to the matter discussed in the first and
fifth paragraphs in Note 9, as to which the date is March 28, 1995) included in
Republic Waste Industries, Inc.'s Form 10-K for the year ended December 31,
1994. We also consent to the incorporation by reference in this registration
statement of our report dated September 7, 1995 on the supplemental consolidated
financial statements of Republic Waste Industries, Inc. and subsidiaries and our
report dated June 1, 1995 (except with respect to the matter discussed in Note
10, as to which the date is August 3, 1995) on the combined financial
statements of Hudson Management Corporation and subsidiaries and Envirocycle,
Inc., both included in Republic Waste Industries, Inc.'s Form 8-K dated
September 7, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
September 8, 1995.
EX-23.3
4
CONSENT OF GRENADIER, APPLEBY, COLLINS & CO.
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 9, 1994
on the Consolidated Financial Statements of Southland Environmental Services,
Inc., and Subsidiaries included in Republic Waste Industries, Inc Form 8-K
dated September 7, 1995 and to all references to our Firm included in this
registration statement.
/s/ Grenadier, Appleby, Collins & Company
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Grenadier, Appleby, Collins & Company
Jacksonville, Florida
September 7, 1995