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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
USA Waste Services, Inc.
___________________________________________________
(Name of Issuer)
Common Stock
_______________________________________________________________
(Title of Class of Securities)
90291710
____________________________________________
(CUSIP Number)
John G. Rangos, Sr. (412) 244-6115
10700 Frankstown Road
Pittsburgh, Pennsylvania
___________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1995
_____________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box __.
Check the following box if a fee is being paid with the statement _x_.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
2 of 14
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
3 of 14
SCHEDULE 13D
90291710
CUSIP No. ___________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John G. Rangos, Sr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _x__
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) _x__
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
7,733,911
NUMBER OF SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
7,733,911
EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,733,911
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
4 of 14
SCHEDULE 13D
90291710
CUSIP No. ___________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John G. Rangos, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _x__
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
841,120
NUMBER OF SHARES 8 SHARED VOTING POWER
1,210,008
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
841,120
EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER
1,210,008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,051,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
5 of 14
SCHEDULE 13D
90291710
CUSIP No. ___________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander W. Rangos
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _x__
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
812,121
NUMBER OF SHARES 8 SHARED VOTING POWER
1,210,008
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
812,121
EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER
1,210,008
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,022,129
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
6 of 14
SCHEDULE 13D
90291710
CUSIP No. ___________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Rangos Development Corporation, Inc.
25-1682342
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _x__
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,210,008
NUMBER OF SHARES 8 SHARED VOTING POWER
-0-
BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER
1,210,008
EACH REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,210,008
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
7 of 14
Item 1. Security and Issuer.
The class of securities to which this statement relates is
shares of common stock, par value U.S. $.01 (the "Company Shares") of USA
Waste Services, Inc., an Delaware corporation ("USA Waste"), whose principal
executive office is located at 5000 Quorum Drive, Suite 300, Dallas, Texas
75240.
Item 2. Identity and Background.
This statement relates to the ownership of Company Shares by
John G. Rangos, Sr., John G. Rangos, Jr., Alexander W. Rangos and John
Rangos Development Corporation, Inc. John G. Rangos, Jr. and Alexander W.
Rangos are the sons of John G. Rangos, Sr. and together control and are the
sole officers and directors of John Rangos Development Corporation, Inc.
John G. Rangos, Sr., John G. Rangos, Jr., Alexander W. Rangos, and John
Rangos Development Corporation, Inc. constitute a group within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with
respect to the acquisition of Company Shares.
John G. Rangos, Sr.:
____________________
(a) John G. Rangos, Sr.
(b) His business address is 10700 Frankstown Road,
Pittsburgh, Pennsylvania.
(c) John G. Rangos, Sr. was CEO and Chairman of
Chambers Development Company, Inc., a Delaware corporation ("Chambers"),
whose address is 10700 Frankstown Road, Pittsburgh, Pennsylvania prior to
June 30, 1995. Currently John G. Rangos, Sr. is Vice Chairman of USA Waste,
whose address is 5000 Quorum Drive, Suite 300, Dallas, Texas.
(d) John G. Rangos, Sr. has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) John G. Rangos, Sr. has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which he was or is subject
to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws, other than an Order
Instituting Proceedings Pursuant to Section 21C of the Securities Exchange
Act of 1934, Making Findings, and Cease and Desist Order, dated May 9, 1995,
in which the Securities Exchange Commission accepted the offer of settlement
by John G. Rangos, Sr. in a matter that involved violations of Chambers of
the reporting, internal controls and recordkeeping provisions of the
Exchange Act in which Chambers issued false financial statements in its
Forms 10-K and 10-Q filed with the Securities and Exchange Commission from
at least May 1989 through November 1991.
(f) John G. Rangos, Sr. is a citizen of the United
States.
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John G. Rangos, Jr.:
____________________
(a) John G. Rangos, Jr.
(b) His business address is 10700 Frankstown Road,
Pittsburgh, Pennsylvania.
(c) John G. Rangos, Jr. was Vice Chairman-Secretary of
Chambers, whose address is 10700 Frankstown Road, Pittsburgh, Pennsylvania
prior to June 30, 1995. Currently John G. Rangos, Jr. is president of John
Rangos Development Corporation, Inc. and a consultant to USA Waste.
(d) John G. Rangos, Jr. has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) John G. Rangos, Jr. has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which he was or is subject
to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) John G. Rangos, Jr. is a citizen of the United
States.
Alexander W. Rangos:
____________________
(a) Alexander W. Rangos
(b) His business address is 10700 Frankstown Road,
Pittsburgh, Pennsylvania.
(c) Alexander W. Rangos was President and COO of
Chambers, whose address is 10700 Frankstown Road, Pittsburgh, Pennsylvania
prior to June 30, 1995. Currently Alexander W. Rangos is Executive Vice
President - Corporate Development of USA Waste, whose address is whose
address is 5000 Quorum Drive, Suite 300, Dallas, Texas.
(d) Alexander W. Rangos has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) Alexander W. Rangos has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which he was or is subject
to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Alexander W. Rangos is a citizen of the United
States.
9 of 14
John Rangos Development Corporation, Inc.:
__________________________________________
(a) John Rangos Development Corporation, Inc. is a
corporation incorporated in the State of Pennsylvania. It is the parent
company of Associates International, Inc., a company that deals in fine
arts. Its principal office is 10700 Frankstown Road, Pittsburgh,
Pennsylvania.
(d) John Rangos Development Corporation, Inc. has not,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) John Rangos Development Corporation has not, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which it
was or is subject to a judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
In addition, the sole directors of John Rangos Development
Corporation, Inc. are John G. Rangos and Alexander W. Rangos who each
control 45% of the corporation. John G. Rangos is the president and
Alexander W. Rangos is the treasurer and secretary of John Rangos
Development Corporation, Inc. Information regarding John G. Rangos and
Alexander W. Rangos has been provided above.
Item 3. Source and Amount of Funds and Other Consideration
Pursuant to an Amended and Restated Agreement and Plan of
Merger dated as of November 28, 1994 (the "Merger Agreement") the Rangos
Family Members and John Rangos Development Corporation, Inc. received their
Company Shares pursuant to the merger of Chambers and Chambers Acquisition
Corporation, a wholly-owned subsidiary of USA Waste (the "Merger"). At the
closing under the Merger Agreement, each share of Chamber's common stock,
par value $.50 per share, and Class A common stock, par value $.50 per
share, was converted into the right to receive .41667 of a Company Share.
Prior to the Merger, John G. Rangos, Sr. had sole voting and
dispositive power of 8,963,120 shares of Class A common stock of Chambers
and 9,598,120 shares of common stock of Chambers, which were converted into
7,733,911 Company Shares pursuant to the Merger. John G. Rangos, Jr. had
sole voting and dispositive power of 678,940 shares of Class A common stock
of Chambers and 1,194,040 shares of common stock of Chambers, which were
converted into 780,413 Company Shares pursuant to the Merger. Alexander W.
Rangos had sole voting and dispositive power of 589,340 shares of Class A
common stock of Chambers and 1,214,040 shares of common stock of Chambers,
which were converted into 751,414 Company Shares pursuant to the Merger.
John Rangos Development Corporation, Inc. owned of record 1,452,000 shares
of Class A common stock of Chambers and 1,452,000 shares of common stock of
Chambers, which were converted into 1,210,008 Company Shares pursuant to the
Merger Agreement.
10 of 14
In addition, John G. Rangos, Jr. also received options to
acquire an aggregate of 60,707 Company Shares and Alexander W. Rangos
received options to acquire an aggregate of 60,707 Company Shares in
exchange for options that each of them held in Chambers.
Item 4. Purpose of the Transaction.
The Rangos Family Members and John Rangos Development
Corporation, Inc. acquired the Company Shares pursuant to the Merger. The
Rangos Family Members and John Rangos Development Corporation, Inc. acquired
their stock in USA Waste as an investment and to exercise influence over USA
Waste to the extent their ownership of the Company Shares permit them to
exercise influence. Pursuant to the Shareholders Agreement executed in
connection with the Merger Agreement (see Item 6 below), John G. Rangos, Sr.
and Alexander W. Rangos, at the effective time of the Merger, became
directors of USA Waste.
Depending on market conditions and other factors, each of
the Rangos Family Members and John Rangos Development Corporation, Inc. may
either purchase additional Company Shares from time to time in the open
market or in private transactions or at some future time, subject to their
obligations under their respective Affiliate Agreements (see Item 6 below),
sell all of some of their Company Shares.
Except as described above, the Rangos Family Members and
John Rangos Development Corporation, Inc. have no plans or proposals that
would result in:
(a) the acquisition by any person of additional
securities of the issuer, or the disposition of securities of the issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets
of the issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization
or dividend policy of the issuer;
(f) any other material change in the issuer's business
or corporate structure;
(g) changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
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(h) causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) any action similar to any of those enumerated
above.
Item 5. Interest in the Securities of the Issuer.
John G. Rangos, Sr.
___________________
(a) John G. Rangos, Sr. beneficially owns 7,733,911
Company Shares representing 15.2% of the Company Shares.
(b) John G. Rangos, Sr. has the sole power to vote and
direct the disposition of 7,733,911 Company Shares. He does not share power
to vote any Company Shares.
(c) Other than as described above, John G. Rangos, Sr.
has not engaged in any transactions in Company Shares in the past 60 days.
(d) No person other than John G. Rangos, Sr. has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the Company Shares reported as owned by him in
this statement.
(e) Not applicable.
John G. Rangos, Jr.
___________________
(a) John G. Rangos, Jr. beneficially owns 2,051,128
Company Shares (which includes the 780,413 Company Shares that he holds
directly, the 60,707 Company Shares in which he owns an option, and the
1,210,008 Company Shares owned by John Rangos Development Corporation, Inc.)
representing 4.0% of the Company Shares.
(b) John G. Rangos, Jr. has the sole power to vote and
direct the disposition of 841,120 Company Shares. He has the shared power
to vote the 1,210,008 Company Shares owned by John Rangos Development
Corporation, Inc.
(c) Other than as described above, John G. Rangos, Jr.
has not engaged in any transactions in Company Shares in the past 60 days.
(d) No person other than John G. Rangos, Jr. has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the Company Shares reported as owned by him in
this statement.
12 of 14
(e) Not applicable.
Alexander Rangos
________________
(a) Alexander W. Rangos beneficially owns 2,022,129
Company Shares (which includes the 751,414 Company Shares that he holds
directly, the 60,707 Company Shares in which he owns an option, and the
1,210,008 Company Shares owned by John Rangos Development Corporation, Inc.)
representing 4.0% of the Company Shares.
(b) Alexander W. Rangos has the sole power to vote and
direct the disposition of 812,121 Company Shares. He has the shared power
to vote the 1,210,008 Company Shares owned by John Rangos Development
Corporation, Inc.
(c) Other than as described above, Alexander W. Rangos
has not engaged in any transactions in Company Shares in the past 60 days.
(d) No person other than Alexander W. Rangos has the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the Company Shares reported as owned by him in
this statement.
(e) Not applicable.
John Rangos Development Corporation, Inc.
_________________________________________
(a) John Rangos Development Corporation, Inc. owns of
record 1,210,008 Company Shares representing 2.4% of the Company Shares.
(b) John Rangos, Jr. and Alexander W. Rangos shares the
power to vote and direct the disposition of 1,210,008 Company Shares.
(c) Other than as described above, the John Rangos
Development Corporation, Inc. has not engaged in any transactions in Company
Shares in the past 60 days.
(d) No person other than John Rangos Development
Corporation, Inc. has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the Company
Shares reported as owned by it in this statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the Merger, John G. Rangos, Sr., John G.
Rangos, Jr., Alexander W. Rangos and John Rangos Development Corporation,
Inc. have each entered into separate Affiliate Agreements dated June 27,
1995 with USA Waste as set forth in Exhibits 1, 2, 3 and 4, which prohibit
each of them from offering to sell, selling or otherwise disposing of any
Company Shares issued pursuant to the Merger Agreement, except pursuant to
an effective registration statement or in compliance with Rule 145 under the
13 of 14
Securities Act or in a transaction which, in the opinion of legal counsel
satisfactory of USA Waste, is exempt from the registration requirements of
the Securities Act and, in any case, until after the results covering 30
days of post-merger combined operations of USA Waste and Chambers have been
filed with the SEC, sent to stockholders of USA Waste or otherwise publicly
issued.
In addition, John G. Rangos, Sr., John G. Rangos, Jr. and
Alexander W. Rangos have entered into a Shareholders Agreement dated June
30, 1995 among USA Waste, Donald F. Moorehead, Jr., John E. Drury ("Donald
F. Moorehead, Jr. and John E. Drury are referred to collectively herein as
the "Company Stockholders") and the John Rangos Development Corporation,
Inc., as set forth in Exhibit 5 (the "Shareholders Agreement"). The
Shareholders Agreement provides that USA Waste and the Company Stockholders
will use their best efforts to (1) include at all times two persons on the
board of directors of USA Waste who are designated by the Rangos Family
Members, (2) establish and maintain an Executive Committee of the Board of
Directors consisting of five directors, two of whom are designed by the
Rangos Family Members. Finally, the Shareholders Agreement provides that
USA Waste and the Company Stockholders agree to use their best efforts to
cause USA Waste to amend its bylaws to provide that USA Waste will not take
certain actions unless such action has been approved by the affirmative vote
of at least 2/3 of the member of the Board of Directors. The term of the
Shareholders Agreement will continue until such time as the aggregate number
of shares of Company Shares beneficially held by the Rangos Family Members
is less than 5% of the issued and outstanding shares of Company Shares.
Item 7. Material to be Filed as Exhibits.
1. Exhibit 1 - Affiliate Agreement dated June 27, 1995
between John Rangos, Sr. and USA Waste.
2. Exhibit 2 - Affiliate Agreement dated June 27, 1995
between John Rangos, Jr. and USA Waste.
3. Exhibit 3 - Affiliate Agreement dated June 27, 1995
between Alexander W. Rangos and USA Waste.
4. Exhibit 4 - Affiliate Agreement dated June 27, 1995
between John Rangos Development Corporation, Inc. and USA Waste.
5. Exhibit 5 - Shareholders Agreement dated June 30,
1995 among the Rangos Family Members, USA Waste, Donald F. Moorehead, Jr.,
John E. Drury and the John Rangos Development Corporation, Inc.,
14 of 14
Signature
_________
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned hereby certify that the
information set forth in this statement is true, complete and correct.
July 10, 1995
/s/ John G. Rangos, Sr.
___________________________________
John G. Rangos, Sr.
/s/ John G. Rangos, Jr.
___________________________________
John G. Rangos, Jr.
/s/ Alexander W. Rangos
___________________________________
Alexander W. Rangos
JOHN RANGOS DEVELOPMENT CORPORATION, INC.
/s/ John G. Rangos, Jr.
BY:_______________________________
Name: John G. Rangos, Jr.
Title: President
EXHIBIT 99.1
June 27, 1995
USA Waste Services, Inc.
5000 Quorum Drive, Suite 300
Dallas, Texas 75240
Re: Restrictions on Shares
Gentlemen:
I have been advised that I may be deemed to be an
"affiliate" of Chambers Development Company, Inc., a Delaware corporation
("Chambers"), as that term is defined for purposes of paragraphs (c) and (d)
of Rule 145 ("Rule 145") of the rules and regulations of the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act").
I understand that Chambers, USA Waste Services, Inc., an
Oklahoma corporation ("USA Oklahoma"), and Chambers Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of USA Oklahoma
("Subsidiary"), have entered into an Amended and Restated Agreement and Plan
of Merger dated as of November 28, 1994 (the "Merger 1 Agreement"), pursuant
to which the Subsidiary will be merged with and into Chambers ("Merger 1")
As a result of Merger 1, (i) Chambers will be the surviving corporation and
(ii) each outstanding share of Common Stock and Class A Common Stock of
Chambers will be converted into and exchangeable for .41667 of a share of
common stock, $.01 par value, of USA Oklahoma ("USA Oklahoma Common Stock").
I also understand USA Oklahoma and USA Waste Services, Inc.,
a Delaware corporation and a wholly-owned subsidiary of USA Oklahoma ("USA
Delaware"), have entered into an Agreement and Plan of Merger dated as of
June 27, 1995 (the "Merger 2 Agreement" and, together with the Merger 1
Agreement, the "Merger Agreements"), pursuant to which USA Oklahoma will be
merged with and into USA Delaware ("Merger 2" and, together with Merger 1,
the "Mergers"). As a result of Merger 2, (i) USA Delaware will be the
surviving corporation and (ii) each outstanding share of USA Oklahoma Common
Stock (including shares of USA Oklahoma Common Stock issued pursuant to
Merger 1) will be converted into one share of common stock, $.01 par value,
of USA Delaware ("USA Delaware Common Stock").
In order to induce Chambers, USA Oklahoma and the Subsidiary
to proceed with Merger 1 and in order to induce the USA Oklahoma and USA
Delaware to proceed with Merger 2, l represent, warrant and agree for the
benefit of Chambers, USA Oklahoma and USA Delaware as follows:
1. I will not offer to sell, sell or
otherwise dispose of any shares of USA Oklahoma Common Stock or USA Delaware
Common Stock issued to me in the Mergers (the "Shares"), except (i) pursuant
to an effective registration statement filed by USA Delaware with the SEC
under the Securities Act, (ii) in compliance with Rule 145 of the Securities
Act, as in effect at the time of sale, or (iii) in a transaction which, in
mthe opinion of legal counsel satisfactory to USA Delaware, is exempt from
the registration requirements of the Securities Act and, in any case, until
after the results covering 30 days of post-merger combined operations of
Chambers, USA Oklahoma and USA Delaware have been filed with the SEC, sent
to stockholders of USA Delaware or otherwise publicly issued.
2. I understand and agree that USA Delaware
is under no obligation to register the sale, transfer or other disposition
2 of 3
of the Shares or to take any other action necessary for the purpose of
making available to me an exemption from registration under the Securities
Act.
3. I also understand and agree that stop
transfer instructions will be issued with respect to the Shares and that the
following legend will be placed on the certificates representing the Shares
or any certificates delivered in substitution therefor:
"The shares represented by this certificate
were issued in a transaction to which the limitations on distributions,
sales, transfers or other dispositions of securities imposed by Rule 145
under the Securities Act of 1933 apply. The shares represented by this
certificate may only be transferred in accordance with the terms of a letter
agreement dated June 27, 1995 between the registered holder and USA Waste
Services, Inc., a copy of which agreement is on file at the principal
offices of USA Waste Services, Inc."
4. I further understand and agree that,
unless the transfer by me of Shares is a sale made in conformity with the
provisions of Rule 145(d) or made pursuant to an effective registration
statement under the Securities Act, USA Delaware may, at its election, place
the following legend on the certificates issued to my transferee:
"The shares represented by this certificate
have not been registered under the Securities Act of 1933 and were acquired
from a person who received such shares in a transaction to which the
limitations on distributions, sales, transfers or other dispositions of
securities imposed by Rule 145 under the Securities Act of 1933 apply. The
shares have been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the
Securities Act of 1933 and may not be sold, pledged or otherwise transferred
except in accordance with an exemption from the registration requirements of
the Securities Act of 1933."
5. It is understood and agreed that the
legends set forth in paragraphs 3 and 4 above shall be removed by delivery
of substitute certificates without any legend if I shall have delivered to
USA Delaware a copy of a letter from the staff of the SEC, or an opinion of
counsel in form and substance satisfactory to USA Delaware, to the effect
that no such legend is required for purposes of the Securities Act.
I have carefully read this letter and understand the
limitations imposed upon the distribution, sale, transfer or other
disposition of Shares by me.
Very truly yours,
/s/ John G. Rangos, Sr.
____________________________
John G. Rangos, Sr.
3 of 3
Agreed to and accepted as of
the date first above written.
USA WASTE SERVICES, INC.
By: /s/ Earl E. DeFrates
____________________
Name: Earl E. DeFrates
________________
Title: Executive Vice President
________________________
EXHIBIT 99.2
June 27, 1995
USA Waste Services, Inc.
5000 Quorum Drive, Suite 300
Dallas, Texas 75240
Re: Restrictions on Shares
Gentlemen:
I have been advised that I may be deemed to be an
"affiliate" of Chambers Development Company, Inc., a Delaware corporation
("Chambers"), as that term is defined for purposes of paragraphs (c) and (d)
of Rule 145 ("Rule 145") of the rules and regulations of the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act").
I understand that Chambers, USA Waste Services, Inc., an
Oklahoma corporation ("USA Oklahoma"), and Chambers Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of USA Oklahoma
("Subsidiary"), have entered into an Amended and Restated Agreement and Plan
of Merger dated as of November 28, 1994 (the "Merger 1 Agreement"), pursuant
to which the Subsidiary will be merged with and into Chambers ("Merger 1").
As a result of Merger 1, (i) Chambers will be the surviving corporation and
(ii) each outstanding share of Common Stock and Class A Common Stock of
Chambers will be converted into and exchangeable for .41667 of a share of
common stock, $.01 par value, of USA Oklahoma ("USA Oklahoma Common Stock").
I also understand USA Oklahoma and USA Waste Services, Inc.,
a Delaware corporation and a wholly-owned subsidiary of USA Oklahoma ("USA
Delaware"), have entered into an Agreement and Plan of Merger dated as of
June 27, 1995 (the "Merger 2 Agreement" and, together with the Merger 1
Agreement, the "Merger Agreements"), pursuant to which USA Oklahoma will be
merged with and into USA Delaware ("Merger 2,' and, together with Merger 1,
the "Mergers"). As a result of Merger 2, (i) USA Delaware will be the
surviving corporation and (ii) each outstanding share of USA Oklahoma Common
Stock (including shares of USA Oklahoma Common Stock issued pursuant to
Merger 1) will be converted into one share of common stock, $.01 par value,
of USA Delaware ("USA Delaware Common Stock")
In order to induce Chambers, USA Oklahoma and the Subsidiary
to proceed with Merger 1 and in order to induce the USA Oklahoma and USA
Delaware to proceed with Merger 2, I represent, warrant and agree for the
benefit of Chambers, USA Oklahoma and USA Delaware as follows:
1. I will not offer to sell, sell or
otherwise dispose of any shares of USA Oklahoma Common Stock or USA Delaware
Common Stock issued to me in the Mergers (the "Shares"), except (i) pursuant
to an effective registration statement filed by USA Delaware with the SEC
under the Securities Act, (ii) in compliance with Rule 145 of the Securities
Act, as in effect at the time of sale, or (iii) in a transaction which, in
the opinion of legal counsel satisfactory to USA Delaware, is exempt from
the registration requirements of the Securities Act and, in any case, until
after the results covering 30 days of post-merger combined operations of
Chambers, USA Oklahoma and USA Delaware have been filed with the SEC, sent
to stockholders of USA Delaware or otherwise publicly issued.
2. I understand and agree that USA Delaware
is under no obligation to register the sale, transfer or other disposition
2 of 3
of the Shares or to take any other action necessary for the purpose of
making available to me an exemption from registration under the Securities
Act.
3. I also understand and agree that stop
transfer instructions will be issued with respect to the Shares and that the
following legend will be placed on the certificates representing the Shares
or any certificates delivered in substitution therefor:
"The shares represented by this certificate
were issued in a transaction to which the limitations on distributions,
sales, transfers or other dispositions of securities imposed by Rule 145
under the Securities Act of 1933 apply. The shares represented by this
certificate may only be transferred in accordance with the terms of a letter
agreement dated June , 1995 between the registered holder and USA Waste
Services, Inc., a copy of which agreement is on file at the principal
offices of USA Waste Services, Inc."
4. I further understand and agree that,
unless the transfer by me of Shares is a sale made in conformity with the
provisions of Rule 145(d) or made pursuant to an effective registration
statement under the Securities Act, USA Delaware may, at its election, place
the following legend on the certificates issued to my transferee:
"The shares represented by this certificate
have not been registered under the Securities Act of 1933 and were acquired
from a person who received such shares in a transaction to which the
limitations on distributions, sales, transfers or other dispositions of
securities imposed by Rule 145 under the Securities Act of 1933 apply. The
shares have been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the
Securities Act of 1933 and may not be sold, pledged or otherwise transferred
except in accordance with an exemption from the registration requirements of
the Securities Act of 1933."
5. It is understood and agreed that the
legends set forth in paragraphs 3 and 4 above shall be removed by delivery
of substitute certificates without any legend if I shall have delivered to
USA Delaware a copy of a letter from the staff of the SEC, or an opinion of
counsel in form and substance satisfactory to USA Delaware, to the effect
that no such legend is required for purposes of the Securities Act.
I have carefully read this letter and understand the
limitations imposed upon the distribution, sale, transfer or other
disposition of Shares by me.
Very truly yours,
/s/ John G. Rangos, Jr.
______________________________
John G. Rangos, Jr.
3 of 3
Agreed to and accepted as of
the date first above written.
USA WASTE SERVICES, INC.
By: /s/ Earl E. DeFrates
____________________
Name: Earl E. DeFrates
________________
Title: Executive Vice President
________________________
EXHIBIT 99.3
June 27, 1995
USA Waste Services, Inc.
5000 Quorum Drive, Suite 300
Dallas, Texas 75240
Re: Restrictions on Shares
Gentlemen:
I have been advised that I may be deemed to be an
"affiliate" of Chambers Development Company, Inc., a Delaware corporation
("Chambers"), as that term is defined for purposes of paragraphs (c) and (d)
of Rule 145 ("Rule 146,) of the rules and regulations of the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act").
I understand that Chambers, USA Waste Services, Inc., an
Oklahoma corporation ("USA Oklahoma"), and Chambers Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of USA Oklahoma
("Subsidiary"), have entered into an Amended and Restated Agreement and Plan
of Merger dated as of November 28, 1994 (the "Merger 1 Agreement"), pursuant
to which the Subsidiary will be merged with and into Chambers ("Merger 1").
As a result of Merger 1, (i) Chambers will be the surviving corporation and
(ii) each outstanding share of Common Stock and Class A Common Stock of
Chambers will be converted into and exchangeable for .41667 of a share of
common stock, $.01 par value, of USA Oklahoma ("USA Oklahoma Common Stock").
I also understand USA Oklahoma and USA Waste Services, Inc.,
a Delaware corporation and a wholly-owned subsidiary of USA Oklahoma ("USA
Delaware"), have entered into an Agreement and Plan of Merger dated as of
June 27, 1995 (the "Merger 2 Agreement" and, together with the Merger 1
Agreement, the "Merger Agreements"), pursuant to which USA Oklahoma will be
merged with and into USA Delaware ("Merger 2" and, together with Merger 1,
the "Mergers"). As a result of Merger 2, (i) USA Delaware will be the
surviving corporation and (ii) each outstanding share of USA Oklahoma Common
Stock (including shares of USA Oklahoma Common Stock issued pursuant to
Merger 1) will be converted into one share of common stock, $.01 par value,
of USA Delaware ("USA Delaware Common Stock").
In order to induce Chambers, USA Oklahoma and the Subsidiary
to proceed with Merger 1 and in order to induce the USA Oklahoma and USA
Delaware to proceed with Merger 2, I represent, warrant and agree for the
benefit of Chambers, USA Oklahoma and USA Delaware as follows:
1. I will not offer to sell, sell or
otherwise dispose of any shares of USA Oklahoma Common Stock or USA Delaware
Common Stock issued to me in the Mergers (the "Shares"), except (i) pursuant
to an effective registration statement filed by USA Delaware with the SEC
under the Securities Act, (ii) in compliance with Rule 145 of the Securities
Act, as in effect at the time of sale, or (iii) in a transaction which, in
the opinion of legal counsel satisfactory to USA Delaware, is exempt from
the registration requirements of the Securities Act and, in any case, until
after the results covering 30 days of past-merger combined operations of
Chambers, USA Oklahoma and USA Delaware have been filed with the SEC, sent
to stockholders of USA Delaware or otherwise publicly issued.
2. I understand and agree that USA Delaware
is under no obligation to register the sale, transfer or other disposition
2 of 3
of the Shares or to take any other action necessary for the purpose of
making available to me an exemption from registration under the Securities
Act.
3. I also understand and agree that stop
transfer instructions will be issued with respect to the Shares and that the
following legend will be placed on the certificates representing the Shares
or any certificates delivered in substitution therefor:
"The shares represented by this certificate
were issued in a transaction to which the limitations on distributions,
sales, transfers or other dispositions of securities imposed by Rule 145
under the Securities Act of 1933 apply. The shares represented by this
certificate may only be transferred in accordance with the terms of a letter
agreement dated June 27, 1995 between the registered holder and USA Waste
Services, Inc., a copy of which agreement is on file at the principal
offices of USA Waste Services, Inc.
4. I further understand and agree that,
unless the transfer by me of Shares is a sale made in conformity with the
provisions of Rule 145(d) or made pursuant to an effective registration
statement under the Securities Act, USA Delaware may, at its election, place
the following legend on the certificates issued to my transferee:
"The shares represented by this certificate
have not been registered under the Securities Act of 1933 and were acquired
from a person who received such shares in a transaction to which the
limitations on distributions, sales, transfers or other dispositions of
securities imposed by Rule 145 under the Securities Act of 1933 apply. The
shares have been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the
Securities Act of 1933 and may not be sold, pledged or otherwise transferred
except in accordance with an exemption from the registration requirements of
the Securities Act of 1933."
5. It is understood and agreed that the
legends set forth in paragraphs 3 and 4 above shall be removed by delivery
of substitute certificates without any legend if I shall have delivered to
USA Delaware a copy of a letter from the staff of the SEC, or an opinion of
counsel in form and substance satisfactory to USA Delaware, to the effect
that no such legend is required for purposes of the Securities Act.
I have carefully read this letter and understand the
limitations imposed upon the distribution, sale, transfer or other
disposition of Shares by me.
Very truly yours,
/s/ Alexander W. Rangos
____________________________
Alexander W. Rangos
3 of 3
Agreed to and accepted as of
the date first above written.
USA WASTE SERVICES, INC.
By: /s/ Earl E. DeFrates
____________________
Name: Earl E. DeFrates
________________
Title: Executive Vice President
________________________
EXHIBIT 99.4
June 27, 1995
USA Waste Services, Inc.
5000 Quorum Drive, Suite 300
Dallas, Texas 75240
Re: Restrictions on Shares
Gentlemen:
The undersigned has been advised that it may be deemed to be
an "affiliate" of Chambers Development Company, Inc., a Delaware corporation
("Chambers"), as that term is defined for purposes of paragraphs (c) and (d)
of Rule 145 ("Rule 146") of the rules and regulations of the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act").
The undersigned understands that Chambers, USA Waste
Services, Inc., an Oklahoma corporation ("USA Oklahoma"), and Chambers
Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of USA Oklahoma ("Subsidiary"), have entered into an Amended and
Restated Agreement and Plan of Merger dated as of November 28, 1994 (the
"Merger 1 Agreement"), pursuant to which the Subsidiary will be merged with
and into Chambers ("Merger 1") As a result of Merger 1, (i) Chambers will be
the surviving corporation and (ii) each outstanding share of Common Stock
and Class A Common Stock of Chambers will be converted into and exchangeable
for .41667 of a share of common stock, $.01 par value, of USA Oklahoma ("USA
Oklahoma Common Stock").
The undersigned also understands USA Oklahoma and USA Waste
Services, Inc., a Delaware corporation and a wholly-owned subsidiary of USA
Oklahoma ("USA Delaware"), have entered into an Agreement and Plan of Merger
dated as of June 27, 1995 (the "Merger 2 Agreement" and, together with the
Merger 1 Agreement, the "Merger Agreements"), pursuant to which USA Oklahoma
will be merged with and into USA Delaware ("Merger 2" and, together with
Merger 1, the "Mergers"). As a result of Merger 2, (i) USA Delaware will be
the surviving corporation and (ii) each outstanding share of USA Oklahoma
Common Stock (including shares of USA Oklahoma Common Stock issued pursuant
to Merger 1 will be converted into one share of common stock, $.01 par
value, of USA Delaware ("USA Delaware Common Stock").
In order to induce Chambers, USA Oklahoma and the Subsidiary
to proceed with Merger 1 and in order to induce USA Oklahoma and USA
Delaware to proceed with Merger 2, the undersigned represents, warrants and
agrees for the benefit of Chambers, USA Oklahoma and USA Delaware as
follows;
1. The undersigned will not offer to sell,
sell or otherwise dispose of any shares of USA Oklahoma Common Stock or USA
Delaware Common Stock issued to it in the Mergers (the "Shares"), except (i)
pursuant to an effective registration statement filed by USA Delaware with
the SEC under the Securities Act, (ii) in compliance with Rule 145 of the
Securities Act, as in effect at the time of sale, or (iii) in a transaction
which, in the opinion of legal counsel satisfactory to USA Delaware, is
exempt from the registration requirements of the Securities Act and, in any
case, until after the results covering 30 days of post-merger combined
operations of Chambers, USA Oklahoma and USA Delaware have been filed with
the SEC, sent to stockholders of USA Delaware or otherwise publicly issued.
2 of 3
2. The undersigned understands and agrees
that USA Delaware is under no obligation to register the sale, transfer or
other disposition of the Shares or to take any other action necessary for
the purpose of making available to it an exemption from registration under
the Securities Act.
3. The undersigned also understands and
agrees that stop transfer instructions will be issued with respect to the
Shares and that the following legend will be placed on the certificates
representing the Shares or any certificates delivered in substitution
therefor:
"The shares represented by this certificate
were issued in a transaction to which the limitations on distributions,
sales, transfers or other dispositions of securities imposed by Rule 145
under the Securities Act of 1933 apply. The shares represented by this
certificate may only be transferred in accordance with the terms of a letter
agreement dated June , 1995 between the registered holder and USA Waste
Services, Inc., a copy of which agreement is on file at the principal
offices of USA Waste Services, Inc."
4. The undersigned further understands and
agrees that, unless the transfer by it of Shares is a sale made in
conformity with the provisions of Rule 145(d) or made pursuant to an
effective registration statement under the Securities Act, USA Delaware may,
at its election, place the following legend on the certificates issued to a
transferee of the undersigned:
"The shares represented by this certificate
have not been registered under the Securities Act of 1933 and were acquired
from a person who received such shares in a transaction to which the
limitations on distributions, sales, transfers or other dispositions of
securities imposed by Rule 145 under the Securities Act of 1933 apply. The
shares have been acquired by the holder not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the
Securities Act of 1933 and may not be sold, pledged or otherwise transferred
except in accordance with an exemption from the registration requirements of
the Securities Act of 1933."
5. It is understood and agreed that the
legends set forth in paragraphs 3 and 4 above shall be removed by delivery
of substitute certificates without any legend if the undersigned shall have
delivered to USA Delaware a copy of a letter from the staff of the SEC, or
an opinion of counsel in form and substance satisfactory to USA Delaware, to
the effect that no such legend is required for purposes of the Securities
Act.
The undersigned has carefully reviewed this letter and
understands the limitations imposed upon the distribution, sale, transfer or
other disposition of Shares by it.
3 of 3
JOHN RANGOS DEVELOPMENT CORPORATION, INC.
/s/ John G. Rangos, Jr.
_______________________
Name: John G. Rangos, Jr.
___________________
Title: President
___________________
Agreed to and accepted as of
the date first above written.
USA WASTE SERVICES, INC.
By: /s/ Earl E. DeFrates
____________________
Name: Earl E. DeFrates
________________
Title: Executive Vice President
________________________
EXHIBIT 99.5
Shareholders Agreement
This Shareholders Agreement (this "Agreement") is entered
into this 30th day of June, 1995, between USA Waste Services, Inc., an
Oklahoma corporation (the "Company"); Donald F. Moorehead, Jr., and John E.
Drury (Donald F. Moorehead, Jr., and John E. Drury are referred to
collectively herein as the "Company Stockholders"); John G. Rangos, Sr.,
John G. Rangos, Jr., Alexander W. Rangos (John G. Rangos, Sr., John G.
Rangos, Jr. and Alexander W. Rangos are referred to collectively herein as
the "Rangos Family Members") and John Rangos Development Corporation, Inc.,
(together with the Rangos Family Members, the "Rangos Shareholders").
RECITALS
________
The Company, Envirofil, Inc., a Delaware corporation and a
wholly owned subsidiary of the Company (the "Subsidiary"), and Chambers
Development Company, Inc., a Delaware corporation ("Chambers"), have entered
into an Agreement and Plan of Merger dated as of November 28, 1994 (the
"Merger Agreement"), pursuant to which the Subsidiary is merging with and
into Chambers, with Chambers remaining as the surviving corporation and a
wholly-owned subsidiary of the Company (the "Merger").
The Company Stockholders are stockholders and directors of
the Company.
Prior to the Effective Time (as defined in the Merger
Agreement), the Rangos Shareholders have been stockholders and the Rangos
Family Members have been officers and directors of Chambers.
After and as a result of the Merger, the Rangos Shareholders
are expected to own, in the aggregate, approximately 21% of the issued and
outstanding shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company.
Pursuant to a Rangos Family Master Agreement dated as of the
date of the Merger Agreement among the Rangos Family Members, the Company
Stockholders and the Company (the "Master Agreement") and entered into as a
condition to the Rangos Family Members agreeing to vote their shares of
Chambers in favor of the Merger, the Company, the Company Stockholders and
the Rangos Family Members agreed to enter into an agreement providing the
Rangos Shareholders certain rights to name or participate in the naming of
members to the Board of Directors of the Company, to name certain members to
the Executive Committee of the Board of Directors of the Company, and to
require certain matters to be approved by a two-thirds vote of the Board of
Directors of the Company.
In consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, the Company, the
Company Stockholders and the Rangos Shareholders agree as follows:
2 of 7
Section 1 Term.
The term (the "Term") of this Agreement shall commence at
the Effective Time and continue until such time as the aggregate number of
shares of Common Stock beneficially held by the Rangos Shareholders and
their affiliates (as defined below) is less than five percent (5%) of the
issued and outstanding shares of Common Stock. For the purpose of
calculating the percentage of shares of Common Stock held by the Rangos
Shareholders and their affiliates, all shares that the Rangos Shareholders
may acquire upon the exercise or conversion of options, warrants, rights of
conversion or other rights to acquire shares (whether or not exercisable at
the time of such determination) shall be included in the number of shares
held by the Rangos Shareholders and their affiliates and the number of
shares issued and outstanding, but shares that may be acquired by other
persons pursuant to such rights shall not be included in the number of
shares issued and outstanding. For the purposes of this Agreement, an
"affiliate" of a person includes (i) if such person is a natural person,
such person's spouse, parents, children, siblings, mothers and fathers-in-
law, sons and daughters-in-law and brothers and sisters-in-law any trusts
established solely for the benefit of any of the foregoing and (ii) any
partnership, corporation, joint venture, association or other entity owned
and controlled solely by the Rangos Shareholders and any persons included
within the preceding clause (i).
Section 2 Board of Directors of the Company.
(a) The Company, the Company Stockholders and the Rangos
Shareholders agree that they shall use their best efforts to cause the Board
of Directors of the Company immediately after the Effective Time to be
increased from seven to nine members and, at all times during the Term of
this Agreement, to cause the Board of Directors to consist of no more than
nine members, except as otherwise may be required pursuant to governing
instruments of securities issued by the Company.
(b) Immediately after the Effective Time, the Company and
the Company Stockholders shall use their best efforts to cause John G.
Rangos, Sr. and Alexander W. Rangos to be appointed as directors to fill the
vacancies created as a result of increasing the size of the Board of
Directors. During the Term of this Agreement, the Company and the Company
Stockholders shall use their best efforts to cause the Board of Directors to
include at all times two persons who are designated by the Rangos
Shareholders. The initial designees of the Rangos Shareholders shall be
John G. Rangos, Sr. and Alexander W. Rangos. If the designees of the Rangos
Shareholders are other than John Rangos, Sr., John Rangos, Jr., or Alexander
Rangos, such designees must be reasonably acceptable to the Company. The
Company shall, no later than thirty days prior to the mailing of any proxy
or information statement with respect to a stockholder meeting at which
directors are to be elected, notify the Rangos Shareholders of the date of
such mailing; the Rangos Shareholders shall notify the Company of the names
of the persons they designate to serve on the Board of Directors of the
Company pursuant to this Section no later than ten days prior to the date of
such mailing; and the Company and the Company Stockholders shall use their
best efforts to have such designees nominated for election as directors and
elected as directors. The Rangos Shareholders shall notify the Company of
the name of any person they designate to fill a vacancy on the Board of
Directors resulting from the resignation or other removal of a person
previously designated by the Rangos Shareholders no later than thirty days
after such vacancy is created, and the Company and the Company Stockholders
3 of 7
shall use their best efforts to cause the Board of Directors to appoint such
person as a director of the Company. For purposes of this Section 2(b), the
Company may rely on a notice from John G. Rangos, Sr. as a notification from
the Rangos Shareholders, or on a notice from such other person as is
designated in a writing signed by all Rangos Shareholders.
(c) During the Term of this Agreement, the Company, the
Company Stockholders and the Rangos Shareholders shall use their best
efforts to cause the Board of Directors to include at all times (in addition
to the two persons who are members pursuant to Section 2(b)) four persons
who are approved by at least four members of the Executive Committee of the
Board of Directors of the Company and none of whom is an officer or employee
of the Company.
(d) During the term of this Agreement, and subject to
the provisions of clauses (b) and (c) of this Section 2, the Rangos
Shareholders and the Company Stockholders agree to use their best efforts to
cause (i) the election (and re-election during the term of this Agreement)
of the individuals who constitute the initial Board of Directors immediately
following the Effective Time (the "Initial Directors"), and (ii) the
selection of and election of persons nominated (consistent with the
provisions of Section 2(c) above) by a majority of the Initial Directors to
fill any vacancies on the Board of Directors created by the resignation or
removal of an Initial Director (other than a vacancy created by the
resignation or removal of a designee of the Rangos Shareholders); provided
that any person becoming a director subsequent to the date hereof whose
election, or nomination for election, was approved consistent with the
provisions of Section 2(c) above) by a vote of a majority of the Initial
Directors shall be for purposes of this Section 2(d) considered as though
such person were an Initial Director.
Section 3 Executive Committee of the Board of Directors of the
Company.
(a) The Company and the Company Stockholders agree that at
all times during the Term of this Agreement they shall use their best
efforts to establish and maintain an Executive Committee of the Board of
Directors consisting of five (5) directors.
(b) The Company and the Company Stockholders agree that at
all times during the Term of this Agreement they shall use their best
efforts to cause the Executive Committee of the Board of Directors to
include the two persons designated by the Rangos Shareholders pursuant to
Section 2(b) of this Agreement.
Section 4 Approval of Certain Actions.
The Company and the Company Stockholders agree to use their
best efforts to cause the Company to amend its by-laws to provide that the
Company shall not, and shall not permit any of its subsidiaries to, take any
of the following actions unless such action has been approved by the
affirmative vote of at least two-thirds ((2/3) of the members of the Board
of Directors of the Company:
(1) Approve or enter into any merger of the Company
with or into another entity, or any merger of any
4 of 7
other entity with or into the Company (other than a
merger with a wholly-owned subsidiary of the
Company) if such entity has assets having a fair
market value (as determined in good faith by the
Board of Directors) of more than $5,000,000;
(2) Approve or enter into any transaction or series of
related transactions involving the sale or other
transfer of all or substantially all of the assets
of the Company;
(3) Approve the issuance of or issue any shares of, or
rights to acquire shares of, the capital stock of
the Company (other than pursuant to previously
approved employee benefit plans or employee benefit
plans consistent with customary practice in the
industry);
(4) Approve or enter into any transaction as a result
of which the Company would acquire, directly or
through a subsidiary of the Company, assets
(whether by purchase, merger or consolidation) for
more than $5,000,000 in consideration (whether the
consideration is in the form of cash, assets or
securities) to be paid, transferred or issued by or
on behalf of the Company or any subsidiary of the
Company;
(5) Approve or enter into any transaction as a result
of which the Company or any subsidiary of the
Company would dispose of assets having a fair
market value (as determined in good faith by the
Board of Directors) of more than $1,000,000;
(6) Approve any amendment to the Certificate of
Incorporation or By-laws of the Company;
(7) Approve or enter into any transaction as a result
of which the Company or any subsidiary of the
Company would incur indebtedness for borrowed money
in excess of $5,000,000;
(8) Approve or enter into any transaction in which the
Company or any subsidiary of the Company would
enter into a lease of real or personal property
involving annual payments in excess of $1,000,000;
or
(9) Approve or substantially modify annual operating
and capital budgets of the Company.
The Company and the Company Stockholders shall use their best efforts to
cause such by-law amendment to be in effect during the Term of this
Agreement.
5 of 7
Section 5 Notice.
All notices called for under this Agreement must be in
writing and will be deemed given if:
(1) delivered personally;
(2) delivered by facsimile transmission and
receipt is acknowledged verbally or
electronically;
(3) telexed; or
(4) mailed by registered or certified mail
(return receipt requested), postage
prepaid;
to the parties to this Agreement at the following addresses (or at such
other address for a party as is specified by like notice; provided that
notices of a change of address will be effective only upon receipt of the
notice):
To the Company:
USA Waste Services, Inc.
5000 Quorum Drive, Suite 300
Dallas, Texas
Attention: Earl DeFrates
To the Rangos Shareholders:
John G. Rangos, Jr.
4918 Route 910
Allison Park, Pennyslvania 15101
Section 6 Severability.
If any provision of this Agreement is held invalid, such
invalidity will not affect any other provision of the Agreement that can be
given effect without the invalid provision, and to this end, the provisions
of this Agreement are separable.
Section 7 Assignment.
This Agreement will bind and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but
the rights of the Rangos Shareholders may not be assigned to any person
other than affiliates of the Rangos Shareholders.
Section 8 Amendment.
This Agreement may be modified only by a written instrument
duly executed by all parties to the Agreement and compliance with any
provision or condition contained in this Agreement, or the obtaining of any
6 of 7
consent provided for in this Agreement, may be waived only by written
instrument duly executed by the party to be bound by such waiver.
Section 9 Governing Law.
The rights of the parties arising under this Agreement shall
be construed and enforced under the laws of the State of Delaware without
giving effect to any choice of law or conflict of law rules.
Section 10 Counterparts.
This Agreement may be executed in two or more counterparts,
each of which will be deemed an original but all of which will constitute
one and the same instrument.
Section 11 Best Efforts Obligations.
For purposes of this Agreement, the term "best efforts"
shall, (i) with respect to the Rangos Shareholders and the Company
Stockholders, require such persons to take all lawful action in their
capacities as members of the Board of Directors and with respect to the
voting of the shares of Common Stock held by such persons, and (ii) with
respect to the Rangos Shareholders, the Company Stockholders and the
Company, require such person to refrain from taking any action which could
reasonably be expected to frustrate the purposes intended to be accomplished
by the best efforts obligations provided herein.
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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date set forth in the first paragraph of this
Agreement.
USA Waste Services, Inc.,
By: /s/ Earl S. DeFrates
____________________
Earl S. DeFrates
Executive Vice Pres.
/s/ John G. Rangos, Sr.
____________________________
John G. Rangos, Sr.
/s/ John G. Rangos, Jr.
______________________________
John G. Rangos, Jr.
/s/ Alexander W. Rangos
______________________________
Alexander W. Rangos
John Rangos Development
Corporation, Inc.
By: /s/ John G. Rangos, Jr.
________________________
/s/ Donald F. Moorehead, Jr.
_______________________________
Donald F. Moorehead, Jr.
/s/ John E. Drury
_______________________________
John E. Drury