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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
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.