1 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): February 7, 1997 USA WASTE SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-12154 73-1309529 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 1001 FANNIN STREET SUITE 4000 HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 512-6200 2 ITEM 5. OTHER EVENTS On February 7, 1997, USA Waste Services, Inc. sold 11,500,000 shares of its Common Stock in an underwritten public offering and $535,275,000 of its 4% Convertible Subordinated Notes due 2002 in an underwritten public offering. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 1.1 Underwriting Agreement dated February 3, 1997, among the Registrant and the Underwriters named therein relating to the sale of Common Stock. 1.2 Underwriting Agreement dated February 3, 1997, among the Registrant and the Underwriters named therein relating to the sale of 4% Convertible Subordinated Notes due 2002. 4.1 Indenture for Subordinated Debt Securities dated February 3, 1997, among the Registrant and Texas Commerce Bank National Association, as trustee. 4.2 Officers Certificate dated as of February 7, 1997, setting forth the terms of the 4% Convertible Subordinated Notes due 2002. 4.3 Form of 4% Convertible Subordinated Note due 2002. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 7, 1997 USA WASTE SERVICES, INC. By: /s/ GREGORY T. SANGALIS ----------------------------- Gregory T. Sangalis Vice President, General Counsel and Secretary 2 3 EXHIBIT INDEX Exhibit Number Description ------- ----------- 1.1 Underwriting Agreement dated February 3, 1997, among the Registrant and the Underwriters named therein relating to the sale of Common Stock. 1.2 Underwriting Agreement dated February 3, 1997, among the Registrant and the Underwriters named therein relating to the sale of 4% Convertible Subordinated Notes due 2002. 4.1 Indenture for Subordinated Debt Securities dated February 3, 1997, among the Registrant and Texas Commerce Bank National Association, as trustee. 4.2 Officers Certificate dated as of February 7, 1997, setting forth the terms of the 4% Convertible Subordinated Notes due 2002. 4.3 Form of 4% Convertible Subordinated Note due 2002.