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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): MAY 7, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 1996, pursuant to the Agreement and Plan of Reorganization,
dated as of December 18, 1995, as amended (the "Merger Agreement"), by and
among USA Waste Services, Inc. ("USA Waste"), Riviera Acquisition Corporation
("Acquisition"), a wholly owned subsidiary of USA Waste, and Western Waste
Industries ("Western"), Acquisition merged with and into Western, whereupon
Western became a wholly owned subsidiary of USA Waste (the "Merger").
Western's common stock, no par value ("Western Common Stock"), is no longer
transferable, and certificates evidencing shares of Western Common Stock
represent only the right to receive, without interest, shares of USA Waste
Common Stock, par value $0.01 per share ("USA Waste Common Stock"), in
accordance with the provisions of the Merger Agreement. The holders of shares
of Western Common Stock (the "Western Shareholders") are entitled to receive
1.50 (the "Exchange Ratio") shares of USA Common Stock for each share of
Western Common Stock held, or an aggregate of approximately 21.7 million shares
of USA Waste Common Stock. Also pursuant to the Merger Agreement, each
unexpired and unexercised outstanding option to purchase Western Common Stock
(each a "Western Option") was automatically converted into an option to
purchase that number of shares of USA Waste Common Stock equal to the number of
shares of Western Common Stock that could have been purchased under the Western
Option multiplied by the Exchange Ratio, at a price per share of USA Waste
Common Stock equal to the option exercise price determined pursuant to the
Western Option divided by the Exchange Ratio. The stockholders of USA Waste
(the "USA Waste Stockholders") and the Western Shareholders approved the Merger
on May 7, 1996. The Exchange Ratio was determined through negotiations between
the managements of USA Waste and Western and was approved by their respective
boards of directors. Cash will be paid in lieu of fractional shares of USA
Waste Common Stock (on the basis of $25.625 per share). Pursuant to the Merger
Agreement, no interest will be paid or accrued on the consideration paid in the
Merger. The Merger was accounted for as a pooling of interests.
Western is a provider of integrated waste services to commercial,
industrial and residential customers. These services consist of the
collection, transfer and disposal of solid waste in California, Texas,
Louisiana, Florida, Colorado and Arkansas. Western has 91 municipal and
regional authority contracts and serves over 785,000 customers. As part of its
business, Western operates six landfills, three transfer stations and five
recycling facilities. Western is continuing such operations as a wholly owned
subsidiary of USA Waste.
ITEM 5. OTHER EVENTS.
On May 7, 1996, in connection with the acquisition of Western, USA
Waste replaced its existing credit facility with a $750 million senior
revolving credit facility (the "Credit Facility") with a consortium of banks
including The First National Bank of Boston, Bank of America Illinois and
Morgan Guaranty Trust Company. The Credit Facility is for a term of five years
and will be available for standby letters of credit of up to $300 million.
Loans under the Credit Facility bear interest at a rate based on the Eurodollar
rate plus a spread not to exceed 0.75% per annum, which spread is initially set
at 0.405% per annum. The Credit Facility requires a facility fee, initially
set at 0.22% per annum, not to exceed 0.38% per annum on the entire available
credit facility. No principal reductions are required for a three-year period.
USA Waste plans to use the funds available under the Credit Facility to
refinance existing bank loans and letters of credit, to fund additional
acquisitions and to provide working capital for the company's business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
At this time, it is impracticable to provide the required financial
statements of Western. The required information will be filed no later than 60
days after the filing of this Report on Form 8-K.
(b) Pro Forma Financial Information.
At this time, it is impracticable to provide the required pro forma
financial information of USA Waste and Western. The required information will
be filed no later than 60 days after the filing of this Report on Form 8-K.
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(c) Exhibits.
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated as of December 18, 1995, by and among USA Waste
Services, Inc., Riviera Acquisition Corporation and Western Waste Industries (included
as Appendix A in Registration Statement on Form S-4 (Registration No. 333-02181) and
incorporated herein by reference).
*2.2 Amendment No. 1 to Agreement and Plan of Merger, dated May 1, 1996, by and among USA
Waste Services, Inc., Riviera Acquisition Corporation and Western Waste Industries.
*10.1 Revolving Credit Agreement by and among USA Waste Services, Inc., The First National
Bank of Boston, Bank of America Illinois, Morgan Guaranty Trust Company of New York
and other financial institutions, dated as of May 7, 1996.
*99.1 Press Release, dated May 7, 1996, relating to closing of the Merger and new revolving
credit agreement.
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* Filed herewith.
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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: May 22, 1996 By: /s/ Bruce E. Snyder
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Bruce E. Snyder
Vice President-Controller,
Chief Accounting Officer
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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2.1 Agreement and Plan of Merger, dated as of December 18, 1995,
by and among USA Waste Services, Inc., Riviera Acquisition
Corporation and Western Waste Industries (included as Appendix
A in Registration Statement on Form S-4 (Registration No. 333-02181)
and incorporated herein by reference).
*2.2 Amendment No. 1 to Agreement and Plan of Merger, dated May 1,
1996, by and among USA Waste Services, Inc., Riviera Acquisition
Corporation and Western Waste Industries.
*10.1 Revolving Credit Agreement by and among USA Waste Services, Inc.,
The First National Bank of Boston, Bank of America Illinois,
Morgan Guaranty Trust Company of New York and other financial
institutions, dated as of May 7, 1996.
*99.1 Press Release, dated May 7, 1996, relating to closing of the Merger
and new revolving credit agreement.