1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1995 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- USA WASTE SERVICES, INC. (Exact name of registrant as specified in its charter) --------------------- --------------------- Copies to:
DELAWARE 73-1309529 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) GREGORY T. SANGALIS 5000 QUORUM DRIVE, SUITE 300 5000 QUORUM DRIVE, SUITE 300 DALLAS, TEXAS 75240 DALLAS, TEXAS 75240 (214) 383-7900 (214) 383-7900 (Address, including zip code, and telephone (Name, address, including zip code, and number, including telephone number, area code, of registrant's principal executive including area code, of agent for service) offices) --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. 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 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / 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. /X/ 33-62547 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. / / --------------------- CALCULATION OF ADDITIONAL REGISTRATION FEE
DAVID J. GRAHAM THOMAS J. MURPHY ANDREWS & KURTH L.L.P. MCDERMOTT, WILL & EMERY 4200 TEXAS COMMERCE TOWER 227 WEST MONROE STREET HOUSTON, TEXAS 77002 CHICAGO, ILLINOIS 60606-5096 (713) 220-4200 (312) 984-2069 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). --------------------- 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. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OFFERING PRICE AGGREGATE OFFERING TITLE OF EACH CLASS OF TO BE PER PRICE OF AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) SHARES(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Common Stock, $.01 par value...................... 460,000 Shares $19.625 $9,027,500 $3,113 - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 33-62547) filed by USA Waste Services, Inc. (the "Company") with the Securities and Exchange Commission on September 11, 1995, as amended by the Amendment No. 1 thereto filed on September 25, 1995, which was declared effective October 2, 1995, are incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 2, 1995. USA WASTE SERVICES, INC. By /s/ EARL E. DeFRATES ---------------------------- Earl E. DeFrates Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below and on October 2, 1995.
SIGNATURES TITLE - --------------------------------------------- --------------------------------------------- * Chief Executive Officer and Chairman of the - --------------------------------------------- Board of Directors John E. Drury * Vice Chairman of the Board of Directors and - --------------------------------------------- Chief Development Officer Donald F. Moorehead, Jr. * Vice Chairman of the Board of Directors - --------------------------------------------- John G. Rangos, Sr. * President, Chief Operating Officer and - --------------------------------------------- Director David Sutherland-Yoest /s/ EARL E. DeFRATES Executive Vice President and Chief Financial - --------------------------------------------- Officer Earl E. DeFrates * Executive Vice President and Director - --------------------------------------------- Alexander W. Rangos * Vice President, Corporate Controller and - --------------------------------------------- Chief Accounting Officer Bruce E. Snyder * Director - --------------------------------------------- George L. Ball * Director - --------------------------------------------- Peter J. Gibbons4
SIGNATURES TITLE - --------------------------------------------- --------------------------------------------- * Director - --------------------------------------------- Richard J. Heckmann * Director - --------------------------------------------- William E. Moffett *By: /s/ EARL E. DeFRATES - --------------------------------------------- Earl E. DeFrates Attorney-in-Fact5 INDEX TO EXHIBITS - --------------- *Incorporated by reference to the Company's Registration Statement on Form S-3, as amended, Reg. No. 33-62547.
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - --------- ------------------------------------------------------------------------ ------------ *1.1 Form of Underwriting Agreement. 5.1 Opinion of Andrews & Kurth L.L.P. 23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Deloitte & Touche LLP. 23.4 Consent of Arthur Andersen LLP. *24.1 Powers of attorney.
1 EXHIBIT 5.1 ANDREWS & KURTH L.L.P. 4200 Texas Commerce Tower Houston, Texas 77002 October 2, 1995 USA Waste Services, Inc. 5000 Quorum Drive, Suite 300 Dallas, Texas 75240 Ladies and Gentlemen: We have acted as counsel for USA Waste Services, Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of the offering and sale of an aggregate of 460,000 shares ("Shares") of common stock, par value $.01 per share, of the Company ("Common Stock") to be offered by the several underwriters represented by Donaldson, Lufkin & Jenrette Securities Corporation, Deutsche Morgan Grenfell/C. J. Lawrence Inc. and Smith Barney Inc. (collectively, the "Underwriters"). In so acting, we have examined a copy of the Registration Statement, copies of the Company's certificate of incorporation and bylaws, and such other instruments and documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In giving such opinions, we have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. Based on our examination as aforesaid and subject to the assumptions and limitations herein set forth, we are of the opinion that upon the issuance by the Company of the Shares to the Underwriters and payment therefor as described in the Registration Statement, the Shares will be validly issued, fully paid and non-assessable. 2 This opinion is limited in all respects to the General Corporation Law of the State of Delaware and the laws of the United States of America insofar as such laws are concerned. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to the use our firm name under the caption "Legal Matters" therein. Very truly yours, -2-
1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of USA Waste Services, Inc. on Form S-3 of our report dated March 10, 1995, on our audits of the consolidated financial statements of USA Waste Services, Inc. as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which is included in USA Waste Services, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as amended by Form 10-K/A and included in and incorporated by reference into the USA Waste Services, Inc.'s Joint Proxy Statement and Prospectus dated May 19, 1995, and our report dated July 14, 1995, on our audits of the supplemental consolidated financial statements of USA Waste Services, Inc. as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which is included in USA Waste Services, Inc.'s Current Report on Form 8-K dated June 30, 1995. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. Dallas, Texas October 2, 1995
1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of USA Waste Services, Inc. on Form S-3 of our report dated March 30, 1995 on the consolidated financial statements of Chambers Development Company, Inc. and subsidiaries as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994 appearing in USA Waste Services, Inc.'s Current Report on Form 8-K dated June 30, 1995 (which does not include such consolidated financial statements), and appearing in the Joint Proxy Statement and Prospectus of USA Waste Services, Inc. dated May 19, 1995. We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania October 2, 1995
1 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To USA Waste Services, Inc.: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated September 22, 1993 on Envirofil, Inc. included in the USA Waste Services, Inc.'s previously filed Amendment No. 2 to the Registration Statement on Form S-4 (File No. 33-59259) and our report dated March 25, 1994 on the Acquired New Jersey Solid Waste Companies incorporated by reference in the USA Waste Services, Inc.'s previously filed Amendment No. 2 to the Registration Statement on Form S-4 (File No. 33-59259). ARTHUR ANDERSEN LLP Philadelphia, PA October 2, 1995