General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Schedule 13D - Usa Waste Services, Inc. 16 51K
2: EX-2 Drury Voting Agreement 5 21K
3: EX-3 Moorehead Voting Agreement 5 21K
4: EX-4 Sutherland-Yoest Voting Agreement 5 21K
5: EX-5 Shirvanian Voting Agreement 5 21K
6: EX-6 John Rangos, Sr. Voting Agreement 5 21K
7: EX-7 Alexander Rangos Voting Agreement 5 21K
8: EX-8 Rangos Development Corp. Voting Agreement 5 21K
9: EX-9 Confidentiality Agreement 6 23K
EXHIBIT 6
AGREEMENT AND IRREVOCABLE PROXY
-------------------------------
AGREEMENT AND IRREVOCABLE PROXY (this "Agreement"), dated as of June 22,
1996, among USA Waste Services, Inc., a Delaware corporation ("Parent"),
Sanifill, Inc., a Delaware corporation (the "Company"), and John Rangos, Sr.
(the "Stockholder" and, together with Parent and the Company, the "Parties").
WHEREAS, concurrently with the execution and delivery of this Agreement,
Parent and Quatro Acquisition Corp., a wholly-owned subsidiary of Parent
("Subsidiary"), are entering into an Agreement and Plan of Merger dated as of
the date hereof (as amended from time to time, the "Merger Agreement"),
providing, among other things, for the merger of Subsidiary with and into the
Company (the "Merger");
WHEREAS, the Stockholder is the beneficial owner of the number of issued
and outstanding shares of common stock, par value $0.01 per share, of Parent
("Parent Common Stock") set forth opposite the Stockholder's name on the
signature page to this Agreement (the "Covered Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has requested that the Stockholder grant the Company an
irrevocable proxy (the "Proxy") with respect to the shares of Parent Common
Stock owned by the Stockholder, upon the terms and subject to the conditions
hereof.
NOW, THEREFORE, in order to induce the Company to enter into the Merger
Agreement and in consideration of the representations, warranties, covenants and
agreements set forth herein and in the Merger Agreement (including the benefits
that the Parties expect to derive from the Merger), the receipt and sufficiency
of all of which are hereby acknowledged by the Parties, the Parties agree as
follows:
1. The Stockholder hereby revokes all previous proxies granted with
respect to any shares of Parent Common Stock owned by the Stockholder;
2. The Stockholder hereby irrevocably constitutes and appoints the Company
as his true and lawful proxy and attorney-in-fact, with full power of
substitution and resubstitution, for and in the name, place and stead of the
Stockholder, to call and attend any and all meetings of the stockholders of
Parent and any adjournments or continuations thereof, to execute any and all
written consents of stockholders of Parent, and to vote all shares of Parent
Common Stock and all shares of any other class of capital stock of Parent
presently or at any future time owned beneficially or of record by the
Stockholder, including any and all securities having voting rights issued or
issuable in respect thereof, which the Stockholder is entitled to vote (all of
the foregoing being
collectively referred to as the "Shares"), and to represent and otherwise act as
the Stockholder could act, in the same manner and with the same effect as if the
Stockholder were personally present, at any annual, special or other meeting of
the stockholders of Parent, and at any adjournment thereof (a "Meeting"), or
pursuant to any written consent in lieu of meeting or otherwise; provided,
however, that any such vote or consent in lieu thereof or any other action so
taken shall be solely for the purposes of (i) adopting and approving the Merger
and the Merger Agreement and any transactions contemplated thereby or (ii)
rejecting any proposal made in opposition to consummation of the Merger or any
other action or transaction which is intended to frustrate or impair the right
or ability of Parent, the Subsidiary or the Company to consummate the Merger.
Such attorneys and proxies are hereby authorized to vote the Shares in
accordance with the terms of this Agreement.
3. In the event that the Company is unable or declines to exercise the
power and authority granted by the Proxy for any reason, the Stockholder
covenants and agrees (i) to vote all the Shares at any Meeting in favor of
approval and adoption of the Merger and the Merger Agreement and the
transactions contemplated thereby or provide the Stockholder's written consent
thereto and (ii) unless otherwise requested by the Company in writing, to vote
all of the Shares against any proposal made in opposition to consummation of the
Merger at any Meeting and to refuse to provide the Stockholder's written consent
thereto; provided, however, that the foregoing covenant and agreement shall not
prohibit the Stockholder from taking or omitting to take any action pursuant to
any fiduciary duty imposed upon him by applicable law in his capacity as a
director or officer of Parent even though such action or omission is
inconsistent with any action required to be taken by the Stockholder pursuant to
the foregoing covenant and agreement.
4. The Stockholder hereby covenants and agrees that he will not vote or
take any action by written consent of stockholders in lieu of meeting on any
matter which is subject to the Proxy without the prior written consent of the
Company.
5. The Stockholder hereby covenants and agrees that the Stockholder will
not, and will not agree to, directly or indirectly, sell, transfer, assign,
pledge, hypothecate, cause to be redeemed or otherwise dispose of any of the
Covered Shares, or grant any proxy, power-of-attorney or other authorization or
interest in or with respect to any of the Covered Shares, or deposit any of the
Covered Shares into a voting trust or enter into a voting agreement or
arrangement with respect to any of the Covered Shares unless and until the
Stockholder shall have (i) taken all actions (including, without limitation, the
endorsement of a legend on the certificates evidencing such Covered Shares)
reasonably necessary to ensure that such Covered Shares shall at all times be
subject to all the restrictions, covenants and limitations imposed by this
Agreement and (ii) caused any transferee or pledgee of such Covered Shares to
execute and deliver to the Company an Agreement and Irrevocable Proxy, in
substantially the form of this Agreement.
6. The Stockholder represents and warrants to the Company that:
(a) the Stockholder has full power and authority to enter into this
Agreement and to grant the Proxy, and to perform the Stockholder's obligations
hereunder;
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(b) this Agreement has been duly executed and delivered by, and constitutes
a valid and binding obligation of, the Stockholder;
(c) as of the date hereof, the Covered Shares are beneficially owned by the
Stockholder;
(d) the Shares are all of the securities of Parent owned beneficially or of
record by the Stockholder on the date hereof which are issued and outstanding;
(e) the Stockholder owns the Shares free and clear of all liens, charges,
claims, encumbrances and security interests of any nature whatsoever;
(f) the Stockholder has the present power and right to vote all of the
Shares which are issued and outstanding;
(g) except as provided herein, the Stockholder has not (i) granted any
proxy, power-of-attorney or other authorization or interest with respect to any
of such Shares, (ii) deposited any of the Shares into a voting trust or (iii)
entered into any voting agreement or other arrangement with respect to the
voting of any of the Shares; and
(h) the execution and delivery of this Agreement by the Stockholder and the
consummation by the Stockholder of the transactions contemplated hereby do not
require the consent, approval or authorization of, or filing with, any person or
public authority.
7. The terms and provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the provisions thereof relating to conflicts of law.
8. The terms and provisions of this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by the heirs, personal representatives,
successors and permitted assigns of the Parties. This Agreement and the rights
hereunder may not be assigned or transferred by the Company, except with the
prior written consent of the Stockholder.
9. This Agreement shall terminate at the earliest of (i) the Effective
Time (as defined in the Merger Agreement), (ii) the date of the termination of
the Merger Agreement in accordance with its terms or (iii) the date upon written
notice of termination of this Agreement is given by the Company to the
Stockholder expressly referring to this paragraph.
10. The Stockholder acknowledges that the Company will enter into the
Merger Agreement in reliance upon this Agreement, including the Proxy, and that
the Proxy is granted in consideration for the execution and delivery of the
Merger Agreement by the Company. THE STOCKHOLDER AGREES THAT THE PROXY AND ALL
OTHER POWER AND
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AUTHORITY INTENDED TO BE CONFERRED HEREBY IS COUPLED WITH AN INTEREST SUFFICIENT
IN LAW TO SUPPORT AN IRREVOCABLE POWER AND, EXCEPT AS PROVIDED IN PARAGRAPH 9
ABOVE, SHALL NOT BE REVOCABLE OR TERMINATED BY ANY ACT OF THE STOCKHOLDER, BY
LACK OF APPROPRIATE POWER OR AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT
OR EVENTS.
11. The Parties acknowledge and agree that performance of their respective
obligations hereunder will confer a unique benefit on the other and that a
failure of performance will result in irreparable harm to the other and will not
be compensable by money damages. The Parties therefore agree that this
Agreement, including the Proxy, shall be specifically enforceable and that
specific enforcement and injunctive relief shall be a remedy properly available
to each Party for any breach of any agreement, covenant or representation of any
other Party hereunder.
12. The Stockholder will, upon request, execute and deliver any additional
documents and take such further actions as may reasonably be deemed by the
Company to be necessary or desirable to complete the Proxy granted herein or to
carry out the provisions hereof.
13. If any term, provision, covenant or restriction of this Agreement, or
the application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
or the application thereof to any other circumstance, shall remain in full force
and effect, shall not in any way be affected, impaired or invalidated and shall
be enforced to the fullest extent permitted by law.
14. This Agreement contains the entire agreement between the Parties with
respect to the subject matter hereof.
15. This Agreement may not be changed, amended or modified orally, but
only by an agreement in writing signed by the Party against whom any waiver,
change, amendment, modification or discharge may be sought.
16. The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
paragraph or other subdivision. No provision of this Agreement shall be
interpreted or construed against either Party solely because that Party or its
legal representative drafted such provision.
17. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same document.
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IN WITNESS WHEREOF, Parent, the Company and the Stockholder have duly
executed this Agreement or caused this Agreement to be duly executed as of the
date first above written.
USA WASTE SERVICES, INC.
By: /s/ EARL E. DEFRATES
-------------------------------
Name: Earl E. Defrates
Title: Executive VP & CFO
SANIFILL, INC.
By: /s/ RODNEY R. PROTO
-----------------------------
Name: Rodney R. Proto
Title: President
STOCKHOLDER
/s/ JOHN RANGOS, SR.
--------------------------------
Printed Name: John Rangos, Sr.
Number of Shares: 7,200,000
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Dates Referenced Herein and Documents Incorporated by Reference
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