EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FIL #96-08
Contact:
USA Waste Services, Inc.
Lew Nevins
(214) 383-7940
or (212) 872-7262
PRESS RELEASE
USA WASTE AND SANIFILL
JOINTLY ANNOUNCE MERGER AGREEMENT
Houston, Texas (June 24, 1996) -- USA Waste Services, Inc. (NYSE --
"UW") and Sanifill, Inc. (NYSE --"FIL") today jointly announced that the
companies have entered into a definitive merger agreement, approved by both
Boards of Directors, whereby Sanifill stockholders will receive 1.7 shares of
USA Waste common stock for each Sanifill common share. USA Waste and Sanifill
have received opinions from independent financial advisors, Donaldson, Lufkin
and Jenrette Securities Corporation and Merrill Lynch and Co., respectively,
stating that the share exchange ratio is fair from a financial point of view to
their respective shareholders. The closing of the merger is subject to approval
by both Companies' stockholders and certain lenders, Hart-Scott-Rodino antitrust
clearance, opinions that the merger will qualify as a tax-free pooling of
interests transaction and other standard and customary closing requirements.
USA Waste's stock price closed Friday, June 21, 1996 at $27-7/8 per
share. Based upon Sanifill's approximately 25.9 million outstanding shares and
share equivalents and existing indebtedness, the merger would be valued at about
$1.6 billion. The Companies anticipate that the merger should close in the late
summer or early fall.
John E. Drury, Chairman and Chief Executive Officer of USA Waste, will
retain that position, and Rodney R. Proto, President, Chief Operating Officer
and Director of Sanifill will assume these positions at USA Waste. Donald F.
Moorehead, Jr., Vice Chairman and Chief Development Officer, and Earl E.
DeFrates, Executive Vice President and Chief Financial Officer, will retain
these positions at USA Waste. Mr. Proto and two designees from Sanifill's Board
will join USA Waste's Board, which will remain a twelve person board.
Lorne D. Bain, Chairman and Chief Executive Officer of Sanifill, and J.
Chris Brewster, its Chief Financial Officer, will relinquish their posts, but
both will assist with merger transition matters. David Sutherland-Yoest, USA
Waste's current President and Chief Operating Officer, will continue to serve
the Company as Regional Vice President of operations in the northeastern U.S.
and Canada, as well as being a Vice Chairman and Director of the Board. In
connection with the merger, USA Waste will move its headquarters to Houston,
Texas.
The combined Companies have annualized revenues of approximately $1.3
billion and total assets in excess of $2 billion. Giving effect to the merger,
USA Waste, currently the third largest solid waste company in North America,
will have 108 collection operations, 83 landfills with total airspace of over
2.5 billion cubic gate yards, 45 transfer stations and 31 other operations,
serving over 1.7 million customers in 33 states, the District of Columbia,
Canada, Mexico and Puerto Rico. The ongoing acquisition programs of both
Companies will be continued during the pendency of the merger, resulting in
further growth.
Mr. Drury stated, "The combination of these two fine companies will
provide significant benefits to both stockholder groups. We expect the combined
company to continue to reflect the strong earnings growth that each has
demonstrated over the past several years. The merger is expected to be
immediately accretive to USA Waste's earnings per share as a result of
substantial annual cost savings and operational synergies which have been
identified." Mr. Drury stated that, "the combined company will be strong
operationally and financially and have outstanding management talent
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at all levels of the organization. This combination will enhance USA Waste's
capacity to continue to benefit from the substantial growth opportunities that
exist in our industry."
Mr. Bain said, "This merger is a thoroughly logical transaction, that
makes operating and financial sense across the board. The synergies are
significant and sustainable, and the combined management team has the skills and
capabilities needed by a growth company in a consolidating industry. This merger
will create North America's premier solid waste company, to the benefit of
employees, customers and stockholders."
USA Waste, currently based in Dallas, Texas, is an integrated,
non-hazardous, solid waste management company serving municipal, commercial,
industrial and residential customers in 24 states.
Sanifill, Inc., headquartered in Houston, Texas, is an environmental
services company specializing in the management and disposal of nonhazardous
waste in 23 states, the District of Columbia, the Commonwealth of Puerto Rico,
Mexico and Canada.