Waste Management Inc – ‘8-B12B’ on 7/13/95

As of:  Thursday, 7/13/95   ·   Accession #:  950134-95-1585   ·   File #:  1-12154

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12B      Form 8-B                                               6     20K 

Document Table of Contents

8-B12B
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FORM 8-B

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS 
Filed Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 

USA WASTE SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                         73-1309529   
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)                                               

5000 Quorum Drive, Suite 300
Dallas, Texas 75240 
(Address of principal executive offices) (Zip Code) 

Securities to be registered pursuant to Section 12(b) of the Act:               

                                                                [Download Table]

Title of each class                           Name of each exchange on which   
to be so registered:                            each class is to be registered:
                                                                               
COMMON STOCK                                  NEW YORK STOCK EXCHANGE          

8-1/2% CONVERTIBLE SUBORDINATED               NEW YORK STOCK EXCHANGE          
DEBENTURES DUE 2002                                                            

Securities to be registered pursuant to Section 12(g) of the Act:               

None
(Title of class)

8-B12B
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Item 1.  General Information.                                                   

(a)     The registrant, USA Waste Services, Inc., a Delaware  
corporation ("USA Waste Delaware") was incorporated as a business corporation   
in the State of Delaware on April 28, 1995.                                     

(b)     USA Waste Delaware's fiscal year ends on December 31. 

Item 2.  Transaction of Succession.                                             

       (a)     The predecessor to USA Waste Delaware was USA Waste Services,
Inc., an Oklahoma corporation ("USA Waste Oklahoma"). The Common Stock, $.01    
par value, and 8-1/2% Convertible Subordinated Debentures Due 2002 of USA Waste 
Oklahoma are registered pursuant to Section 12(b) of the Act.                   

 (b)     The reincorporation of USA Waste Oklahoma as a Delaware
corporation was effected pursuant to an Agreement and Plan of Merger dated June 
27, 1995 (the "Merger Agreement"), between USA Waste Delaware and USA Waste     
Oklahoma, pursuant to which USA Waste Oklahoma was merged (the "Merger")        
with and into USA Waste Delaware, which was the surviving corporation. At       
the effective time of the Merger and without any action on the part of the      
holders thereof each share of the Common Stock, $.01 par value, of USA Waste    
Oklahoma issued and outstanding was automatically converted by reason of        
the Merger and became one share of Common Stock, $.01 par value, of USA         
Delaware and each certificate representing issued and outstanding shares of USA 
Waste Oklahoma Common Stock was deemed to represent the same number of          
shares of Common Stock of USA Waste Delaware. In addition, pursuant to the      
Merger Agreement, USA Waste Delaware assumed all debts, liabilities, and        
duties of USA Waste Oklahoma including the 8-1/2% Convertible Subordinated      
Debentures Due 2002.                                                            

Item 3.  Securities to be Registered.                                           

             (a)      Capital Stock. USA Waste Delaware is authorized to
   issue 150,000,000 shares of Common Stock, $.01 par value of which
       50,852,937 shares are issued and outstanding and 10,000,000 shares of
Preferred Stock, $.01 par value, none of which are issued or  
outstanding.                                                  

      (b)      Debt Securities. USA Waste Delaware assumed
 $49,000,000 in aggregate principal amount of 8-1/2% Convertible
Subordinated Debentures Due 2002.                             

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Item 4.  Description of Registrant's Securities to Be Registered.               

              (a)      Capital Stock.  USA Waste of Delaware is authorized
to issue 150,000,000 shares of Common Stock, $.01 par value ("Common Stock").   
USA Waste Delaware is also authorized to issue 10,000,000 shares of preferred   
stock, $.01 par value ("Preferred Stock"), none of which are outstanding.       

       Common Stock.  Each holder of Common Stock is entitled  to one vote per
share held of record on each matter submitted to stockholders. Cumulative       
voting for the election of directors is not permitted, and the holders of a     
majority of shares voting for the election of directors can elect all members   
of the Board of Directors.                                                      

   Subject to the rights of any holders of Preferred Stock, holders of
record of shares of Common Stock are entitled to receive ratably dividends when 
and if declared by the Board of Directors out of funds of USA Waste Delaware    
legally available therefor. In the event of a voluntary or involuntary winding  
up or dissolution, liquidation, or partial liquidation of USA Waste Delaware,   
holders of Common Stock are entitled to participate ratably in any distribution 
of assets of USA Waste Delaware, subject to any prior right of holders of any   
outstanding Preferred Stock.                                                    

     Holders of Common Stock have no conversion, redemption, or preemptive
rights. All outstanding shares of Common Stock are validly issued, fully paid,  
and non-assessable.                                                             

The Board of Directors of USA Delaware is classified into three 
classes, as nearly as equal as possible. Currently the Board of Directors has   
nine members with three classes of three members each.  One class will hold     
office initially for a term expiring at the 1996 annual meeting of              
stockholders, another class will hold office initially for a term expiring at   
the 1997 annual meeting of stockholders, and another class will hold office     
initially for a term expiring at the 1998 annual meeting of stockholders, with  
the members of each class holding office until their successors have been       
elected and qualified. At each annual meeting commencing in 1996, the           
successors to the class of directors whose terms expire at that meeting would   
be elected for a term of office to expire at the third succeeding annual        
meeting after their election and until their successors have been duly elected  
and qualified.                                                                  

   Preferred Stock.  The Board of Directors is authorized, without the
approval of the stockholders, to issue the Preferred Stock in series and with   

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8-B12B
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respect to each series, to fix its designations, relative rights                
(including voting, dividend, conversion, sinking fund, and redemption rights),  
preferences (including with respect to dividends and upon liquidation),         
privileges, and limitations. The Board of Directors, without stockholder        
approval, may issue Preferred Stock with voting and conversion rights, both of  
which could adversely affect the voting power of the holders of Common Stock,   
and dividend or liquidation preferences that would restrict Common Stock        
dividends or adversely affect the assets available for distribution to holders  
of shares of Common Stock upon USA Waste Delaware's dissolution.                

(b)      Debt Securities.                     

     The description of the 8-1/2% Convertible Subordinated Debentures Due
2002, of USA Waste Oklahoma, set forth under the captions "Prospectus Summary," 
and "Description of Debentures" in USA Waste Oklahoma's Registration Statement  
on S-1 filed on August 17, 1992 (Registration No. 33-50918), as amended, is     
incorporated herein in full by reference. Copies of such Registration Statement 
have been previously filed with the New York Stock Exchange.                    

(c)      Warrants and Rights to be Registered.

Not applicable.                                                 

(d)      Other Securities to be Registered.   

Not applicable.                                                 

              (e)      Market Information for Securities Other Than Common
Equity.                                                         

    The Registrant's 8-1/2% Convertible Subordinated Debentures Due 2002
(the "Debentures") are traded in the over-the-counter market and on the NYSE    
under the symbol "UW02".  The following table sets forth the range of high and  
low per Debenture ($1,000 - 100%) closing sale prices for the Debentures as     
reported by NYSE for the periods indicated.                                     

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8-B12B
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                                                                [Download Table]

                                           High             Low   
                                           ----             ---   
                                                                  
1993                                                              
----                                                              
         Third Quarter                     125.00           115.00
         Fourth Quarter                    118.00           106.00

1994                                                              
----                                                              
         First Quarter                     116.00           110.75
         Second Quarter                    110.00           103.00
         Third Quarter                     120.50           108.00
         Fourth Quarter                    110.00            98.50

1995                                                              
----                                                              
         First Quarter                     105.00            98.00
         Second Quarter                    120.00           104.00

------------------                            

                     The number of holders of record of the Debentures
              based on the transfer records of the Company at May 5, 1995,
            was two.  Based on security position listings, the Company
               believes that it has in excess of 90 beneficial owners of the
Debentures.                                   

(f)     American Depository Receipts. 

Not applicable.             

Item 5.  Financial Statements and Exhibits.                                     

(a)     Financial Statements.                                 

          As provided in Instruction (a) of the Instructions as to
      Financial Statements for Form 8-B, no financial statements are being
        filed with this Registration Statement since the capital structure and
      balance sheet of USA Waste Delaware immediately after the succession
will be substantially the same as those of USA Waste Oklahoma.

(b)     Exhibits.                                             

               1.       Proxy Statement, Annual Report and Prospectus of the
Registrant dated May 19, 1995 [Incorporated by Reference to   
Registration Statement on Form S-4 (File No. 33-59259)].      

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8-B12B
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       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereto duly           
authorized.                                                                     

                  USA WASTE SERVICES, INC.

                   By:  /s/ Earl E. DeFrates
                              ------------------------------
                           EARL E. DeFRATES, Executive
                  Vice President

Dated:  July 10, 1995                                                           

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-B12B’ Filing		Date		First		Last			Other Filings
Filed on:		7/13/95
		7/10/95		6					SC 13D
		6/27/95		2
		5/19/95		5
		5/5/95		5
		4/28/95		2
		8/17/92		4
									List all Filings

12 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/28/23  Waste Management Inc.             424B5                  2:668K                                   Toppan Merrill/FA
 7/27/23  Waste Management Inc.             424B3                  1:622K                                   Toppan Merrill/FA
 2/09/23  Waste Management Inc.             424B5                  2:664K                                   Toppan Merrill/FA
 2/08/23  Waste Management Inc.             424B3                  1:601K                                   Toppan Merrill/FA
 4/29/22  Waste Management Inc.             424B5                  2:628K                                   Toppan Merrill/FA
 4/28/22  Waste Management Inc.             424B3                  1:576K                                   Toppan Merrill/FA
 4/26/22  Waste Management Inc.             S-3ASR      4/26/22    7:600K                                   Toppan Merrill/FA
 4/29/21  Waste Management Inc.             424B5                  1:610K                                   Toppan Merrill/FA
 4/28/21  Waste Management Inc.             424B3                  1:576K                                   Toppan Merrill/FA
 3/01/21  Waste Management Inc.             S-8         3/01/21    3:58K                                    Toppan Merrill/FA
11/09/20  Waste Management Inc.             424B5                  1:552K                                   Toppan Merrill-FA
11/05/20  Waste Management Inc.             424B3                  1:546K                                   Toppan Merrill-FA