-----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, WqxrMyt7RZbDERMlMOs5j+VSkiQ09/3ORdILkcVR+tj7nStxmIZDplFJ/fJLmCCN hQJlLWctlEWnxC2NAJ6M7g== 0000914760-97-000080.txt : 19970418 0000914760-97-000080.hdr.sgml : 19970418 ACCESSION NUMBER: 0000914760-97-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970413 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970417 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: USA WASTE SERVICES INC CENTRAL INDEX KEY: 0000823768 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731309529 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12154 FILM NUMBER: 97583017 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET 2: SUITE 4000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7135126200 MAIL ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: 5400 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ---------------------------- Date of Report (Date of earliest event reported): April 13, 1997 USA WASTE SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-12154 73-1309529 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) First City Tower 77002 1001 Fannin, Suite 4000 (Zip Code) Houston, Texas (Address of principal executive offices) Registrant's telephone number, including area code: (713) 942-6200 Item 5. Other Events. On April 14, 1997, USA Waste Services, Inc. ("USA Waste") and United Waste Systems, Inc. ("United") issued a joint press release (the "Press Release") announcing that they had entered into a definitive agreement (the "Agreement") for the merger of a special purpose subsidiary of USA Waste with and into United, which, subject to stockholder approval and other conditions, will result in United becoming a wholly owned subsidiary of USA Waste. In the proposed merger (the "Merger"), United stockholders will receive 1.075 shares of USA Waste common stock for each United common share. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Disclosure Regarding Forward Looking Statements. This Current Report on Form 8-K and the documents incorporated by reference herein (collectively, the "Report") contain "forward-looking statements" within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Report are forward-looking statements, including without limitation: (a) the statement in the Press Release regarding the anticipated closing date of the Merger; (b) statements regarding the management and governance of the combined company; (c) statements regarding the annualized revenues of USA Waste after the Merger; (d) the statements by John E. Drury in the Press Release regarding expected synergies, accretion to USA Waste's earnings and enhanced growth opportunities resulting from the merger; (e) the statements by Mr. Drury in the Press Release regarding the acquisition opportunities identified by United and (f) the statement by Bradley S. Jacobs in the Press Release regarding the combined company's ability to capitalize on opportunities in new service areas. Although USA Waste believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from USA Waste's expectations ("Cautionary Statements") include: (i) the timing and receipt of necessary approvals and other closing conditions for the Merger; (ii) the ability of the combined entity to achieve administrative rationalization of collection routes, insurance and bonding, cost reductions, lower interest expense and general economies of scale and generally to capitalize on the combined asset base and strategic position of the combined entity; and (iii) the actual results of the combined company, which may be influenced by, among other things, the level and nature of competition from other waste companies, the current regulatory environment and the costs associated with such regulation, the availability of attractive acquisition opportunities, successful integration of acquired businesses, availability of working capital, ability to maintain margins and the management of costs in a changing regulatory environment. All related or subsequent written and oral forward-looking statements attributable to USA Waste or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description 2 Agreement and Plan of Merger, dated April 13, 1997, by and among USA Waste Services, Inc., Riviera Acquisition Corporation and United Waste Systems, Inc. (incorporated by reference to Exhibit 99.1 to United's Current Report on Form 8-K (Commission File No. 000-20868) dated April 13, 1997). 99.1 Joint Press Release of USA Waste and United, dated April 14, 1997, relating to the execution of a definitive agreement for the merger of a special purpose subsidiary of USA Waste with and into United. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized. USA WASTE SERVICES, INC. Dated: April 17, 1997 By: /s/ Gregory T. Sangalis _________________________ Gregory T. Sangalis Vice President, General Counsel and Secretary Exhibit Index Exhibit No. Sequentially Description Numbered Page 2 Agreement and Plan of Merger, dated April 13, 1997, by and among USA Waste Services, Inc., Riviera Acquisition Corporation and United Waste Systems, Inc. (incorporated by reference to Exhibit 99.1 to United's Current Report on Form 8-K (Commission File No. 000-20868) dated April 13, 1997). *99.1 Joint Press Release of 3 USA Waste and United, dated April 14, 1997, relating to the execution of a definitive agreement for the merger of a special purpose subsidiary of USA Waste with and into United. ______________ *Filed herewith EX-99.1 2 Exhibit 99.1 [USA Waste Logo] [United Logo] FOR IMMEDIATE RELEASE For Further Information: Lew Nevins Michael Nolan Debra Wasser USA Waste Services, Inc. United Waste Systems, Inc. Dewe Rogerson Inc. (713) 512-6228 (203) 622-3131 (212) 688-6840 or (212) 892-7434 http:www.uwst.com USA WASTE AND UNITED WASTE JOINTLY ANNOUNCE MERGER AGREEMENT HOUSTON, TEXAS AND GREENWICH, CONNECTICUT, April 14, 1997 -- USA Waste Services, Inc. (NYSE: UW) and United Waste Systems, Inc. (NASDAQ:UWST) today announced that the companies have entered into a definitive merger agreement which has been approved by each company's Board of Directors. Upon closing of the transaction, United Waste stockholders will receive 1.075 shares of USA Waste common stock for each United Waste common share. The equity value of the transaction, based upon Friday's USA Waste closing stock price, is approximately $1.7 billion. The closing is subject to approval by the stockholders of the companies, antitrust clearance, qualification of the merger as a tax-free pooling-of-interests transaction, and other customary closing conditions. The companies anticipate that the merger should close during the third quarter of 1997. After the merger, USA Waste will have annualized revenues of approximately $2.1 billion, total assets in excess of $4.5 billion, and will operate 155 landfills, 270 collection companies, and 153 transfer stations, serving over three million customers in 42 states, the District of Columbia, Canada, Mexico and Puerto Rico. The existing senior management team of USA Waste, John E. Drury, Chairman and Chief Executive Officer, Rodney R. Proto, President and Chief Operating Officer, and Earl E. DeFrates, Executive Vice President and Chief Financial Officer, will retain their respective positions in the merged company. United Waste's senior management team, including Bradley Jacobs, Chairman and Chief Executive Officer, John Milne, Vice Chairman and Chief Acquisition Officer, and Michael Nolan, Chief Financial Officer, will assist the merged company with transition matters and future acquisitions. United Waste will designate two persons to the Board of Directors of USA Waste. John E. Drury, Chairman and CEO of USA Waste, said, "We are very pleased to be combining with a company as successful as United Waste. We anticipate significant synergies and enhanced growth opportunities to result from this merger, which we expect will be accretive to our earnings." Mr. Drury added, "United Waste's secondary market focus complements our predominantly urban market strategy. We are particularly enthusiastic about the $500 million in acquisition opportunities United Waste has identified in and around its existing service areas, and we will encourage United Waste's fine acquisition professionals to pursue these opportunities." Bradley Jacobs, Chairman and CEO of United Waste Systems, Inc., commented, "We are excited to team up with USA Waste, a company that shares our commitment to disciplined and profitable growth. This merger will allow us to capitalize on opportunities in many new services areas. Donaldson, Lufkin & Jenrette Securities Corporation acted as USA Waste's financial advisor. Goldman, Sachs & Co. acted as financial advisor to United Waste. USA Waste Services, Inc. and United Waste Systems, Inc. are integrated, non- hazardous solid waste companies. USA Waste, the third largest solid waste company in North America, currently serves over two million municipal, commercial, industrial and residential customers in 36 states with 1 19 landfills, 203 collection companies and 80 transfer stations. United Waste, the sixth largest solid waste company in North America, owns or operates 36 landfills, 67 collection companies and 73 transfer stations, serving more than 850,000 customers in 21 states. Certain statements provided in this release constitute forward looking statements that involve a number of risks and uncertainties. These risks and uncertainties may cause actual results to differ materially from expected results and are described in detail in the Securities and Exchange Commission filings which have been made by USA Waste and United Waste. -----END PRIVACY-ENHANCED MESSAGE-----