-----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, RGEVdujeOsF8e+06nqSmUQNVamhLitck8JeXgoZ1kkpsGk6TklpOWrwclX1DFUuu SBGFOkSkxSM3+WJ5cwXbiQ== 0001012265-97-000023.txt : 19970924 0001012265-97-000023.hdr.sgml : 19970924 ACCESSION NUMBER: 0001012265-97-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970612 ITEM INFORMATION: FILED AS OF DATE: 19970923 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED WASTE SYSTEMS INC CENTRAL INDEX KEY: 0000879688 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 133532338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20868 FILM NUMBER: 97684151 BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: 4 GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 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: August 26, 1997 (Date of earliest event reported) UNITED WASTE SYSTEMS, INC. (Exact name of Registrant as specified in its charter) Delaware 0-20868 3-3532338 (State or other (Commission File (IRS Employer jurisdiction of number) Identification No.) incorporation) First City Tower, 1001 Fannin, Suite 4000, Houston, Texas 77002 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 512-6200 Four Greenwich Office Park, Greenwich, Connecticut 06830 (Former name or former address, if changed since last report) Item 5. Other Events On August 26, 1997, pursuant to an Agreement and Plan of Merger, dated as of April 13, 1997, as amended (the "Merger Agreement"), by and among USA Waste Services, Inc. ("USA Waste"), Riviera Acquisition Corporation, a wholly owned subsidiary of USA Waste ("Acquisition"), and United Waste Systems, Inc. ("United"), Acquisition was merged with and into United, whereupon United became a wholly owned subsidiary of USA Waste (the "Merger"). United's common stock, par value $0.001 per share ("United Common Stock"), is no longer transferable, and certificates evidencing shares of United Common Stock represent only the right to receive, without interest, shares of the common stock, par value $0.01 per share, of USA Waste ("USA Waste Common Stock"), in accordance with the provisions of the Merger Agreement. The holders of shares of United Common Stock ("United Stockholders") are entitled to receive 1.075 shares (the "Exchange Ratio") of USA Waste Common Stock for each share of United Common Stock held, or an aggregate of approximately 52 million shares of USA Waste Common Stock. The stockholders of USA Waste (the "USA Waste Stockholders") and the United Stockholders approved the Merger Agreement on August 26, 1997. The Exchange Ratio was determined through negotiations between the managements of USA Waste and United and was approved by their respective boards of directors. Cash will be paid in lieu of fractional shares of USA Waste Common Stock on the basis of $41.10 per share. Pursuant to the Merger Agreement, no interest will be paid or accrued on the consideration paid in the Merger. The Merger was accounted for as a pooling of interests. In addition, in connection with the Merger, USA Waste assumed approximately $325 million in United debt. Effective as of the close of business on August 26, 1997, United Common Stock was removed from listing on the Nasdaq Stock Market. United owns and operates nonhazardous waste disposal, treatment, collection, transfer and recycling businesses and complimentary operations throughout the United States. As of June 30, 1997, United operated 39 disposal and treatment facilities, 78 transfer stations and 80 collection operations. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 22nd day of September, 1997. UNITED WASTE SYSTEMS, INC. By: /s/ Gregory T. Sangalis ---------------------------------- Gregory T. Sangalis Vice President and Secretary Date: September 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----