UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 22, 1996
USA WASTE SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12154 73-1309529
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5400 LBJ Freeway
SUITE 300 - TOWER ONE
DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 383-7900
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Item 5. Other Events.
On June 24, 1996, USA Waste Services, Inc. ("USA Waste") issued a press
release announcing that it had entered into a definitive agreement (the
"Agreement") for the merger of a special purpose subsidiary of USA Waste with
and into Sanifill, Inc. ("Sanifill"), which, subject to stockholder approval and
other conditions, will result in Sanifill's becoming a wholly owned subsidiary
of USA Waste. In the proposed merger, Sanifill stockholders will receive 1.7
shares of USA Waste common stock for each Sanifill 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 Act of 1933, as amended, and Section 21E 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 joint press release of
Sanifill and USA Waste dated June 24, 1996 (the "Press Release") regarding the
anticipated closing date of the merger; (b) statements regarding the management
and governance of the combined company; (c) the statement in the Press Release
regarding the growth that will result from the ongoing acquisition programs of
both Sanifill and USA Waste; (d) the statements by John E. Drury in the Press
Release regarding the significant benefits provided by the merger to
stockholders of Sanifill and USA Waste; (e) the statements by Mr. Drury in the
Press Release regarding the continuation of strong earnings growth of the
combined company, the expectation of accretion to the earnings per share of USA
Waste as a result of annual cost savings and operational synergies, the
operational and financial strength of the combined entity, and the enhancement
of USA Waste's capacity to benefit from growth opportunities in the industry;
and (f) the statement by Lorne D. Bain in the Press Release regarding the
synergies of the merger. 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 cost savings,
rationalization of collection routes, insurance and bonding, cost reductions,
lower interest expense and general economics 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
99.1 Joint Press Release of USA Waste and
Sanifill, dated June 24, 1996, relating to
the execution of a definitive agreement for
the merger of a special purpose subsidiary
of USA Waste with and into Sanifill.
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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: June 28, 1996 By: /s/ Gregory T. Sangalis
Gregory T. Sangalis
Vice President, General Counsel
and Secretary
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Exhibit Index
Exhibit Sequentially
No. Description Numbered Page
99.1 Joint Press Release of USA Waste and Sanifill, dated June 24,
1996, relating to the execution of a definitive agreement for
the merger of a special purpose subsidiary of USA Waste with and
into Sanifill.
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