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1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------- USA WASTE SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 73-1309529 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1001 FANNIN STREET, SUITE 4000 HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) ------------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on to be so registered which each class is to be registered ------------------- ------------------------------------ _____% Convertible Subordinated New York Stock Exchange Notes due 2002 If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instructions A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ================================================================================ 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The material set forth in the section captioned "Description of Debt Securities" contained in the Registrant's Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-17453) filed with the Securities and Exchange Commission (the "SEC") on January 14, 1997 and the material set forth in the section captioned "Description of Notes" contained in the Registrant's Supplemental Prospectus filed with the SEC pursuant to Rule 424(b)(5) on January 16, 1997, is incorporated herein by reference. ITEM 2. EXHIBITS. The following Exhibit is filed with the Securities and Exchange Commission and The New York Stock Exchange, Inc.: 1. Form of Subordinated Indenture between the Company and Trustee is incorporated herein by reference from the Registrant's Form S-3 Registration Statement (Registration No. 333-17453) filed with the SEC on December 6, 1996 SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. USA WASTE SERVICES, INC. (Registrant) By \s\ Bryan J. Blankfield -------------------------------- Name: Bryan J. Blankfield Title: Assistant Secretary Date: January 30, 1997 2