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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
USA WASTE SERVICES, INC.
-----------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------------------
(Title of Class of Securities)
90291710
-----------------------------------------
(CUSIP Number)
Kosti Shirvanian and Marian Shirvanian,
c/o Western Waste Industries,
21061 So. Western Ave., Torrance, CA 90501
(310) 328-0900
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 7, 1996
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this scheduled because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Page 1 of 11
SCHEDULE 13D
CUSIP No. 90291710 Page 1 of 1 Pages
---------------- ----- -----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kosti Shirvanian and Marian Shirvanian
SS # ###-##-#### SS # ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES Kosti Shirvanian 46,399
BENEFICIALLY Marian Shirvanian 184
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 9,356,156
PERSON ------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
Kosti Shirvanian 46,399
Marian Shirvanian 184
------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,356,156
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Kosti Shirvanian and Marian Shirvanian 9,356,156;
Kosti Shirvanian 46,399; Marian Shirvanian 184
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Kosti Shirvanian and Marian Shirvanian 10.186%
Kosti Shirvanian * %
Marian Shirvanian * %
* Less than 1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 11
Attachment to 13-D Filing
-------------------------
Item 1. Security and Issuer
-------------------
USA Waste Services, Inc.
5400 LBJ Freeway
Suite 300 - Tower One
Dallas, Texas 75240
Common Stock, $.01 par value
CUSIP Number: 90291710
Item 2. Identity and Background
-----------------------
(a) Name: Kosti and Marian Shirvanian (the "Shirvanians")
(b) Business Address:
c/o Western Waste Industries
21061 S. Western Avenue
Torrance, California 90501
(c) Present Occupation:
Kosti Shirvanian: Vice Chairman of USA Waste
Services, Inc. and Chairman of Western
Waste Industries
Marian Shirvanian: Housewife
(d) No
(e) No
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
USA Waste Services, Inc. (USA") shares of Common Stock (the
"USA Shares") were received by the Shirvanians in exchange
for shares of Western Waste Industries ("WWI") Common Stock
pursuant to merger of WWI into a wholly-owned subsidiary
of USA on May 7, 1996 (the "Merger") on the basis of
1.5 shares of USA Common Stock for each share of WWI
Common Stock held by the Shirvanians upon the closing of
the Merger. Prior to the closing of the Merger, the
Shirvanians owned an aggregate of 4,428,826 shares of
Western Waste common stock and the right to acquire an
additional 1,839,666 shares within 60 days following the
closing.
Item 4. Purpose of Transaction
----------------------
(a) The USA Shares were acquired in connection with the
Merger and are being held by the Shirvanians for investment
purposes only.
(b) N/A
Page 3 of 11
(c) N/A
(d) N/A
(e) N/A
(f) N/A
(g) N/A
(h) N/A
(i) N/A
(j) Additional shares may be acquired from time to time
in the open market or in private transactions and by
exercise of stock options for investment purposes
only.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The Shirvanians beneficially own an aggregate of
9,356,156 USA Shares representing 10.186% of the
total shares of USA Common Stock outstanding.
(b) Kosti and Marian Shirvanian share power to vote and
dispose of 9,356,156 USA Shares, as Trustees of the
Kosti Shirvanian and Marian Shirvanian Family Trust,
or 10.186% of the total shares of USA Waste Common
Stock outstanding.
Kosti Shirvanian has sole power to vote and dispose
of 46,399 USA Shares, or less than 1% of the total
shares of USA Common Stock outstanding.
Marian Shirvanian has sole power to vote and dispose
of 184 USA Shares, or less than 1% of the total
shares of USA Common Stock outstanding.
(c) See Item 3 above.
(d) N\A
(e) N\A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
-----------------------------------------------
In connection with the Merger, the Shirvanians
executed separate affiliate letter agreements with
USA dated May 1, 1996, which are attached hereto as
Exhibits "A" and "B", pursuant to which they have
agreed not to offer or sell, or otherwise dispose of
any USA Shares issued to the Shirvanians in
connection with the Merger, except as otherwise
provided therein.
Item 7. Materials to Be Filed As Exhibits.
---------------------------------
1. Exhibit "A" - Affiliate letter agreement dated
May 1, 1996 between Kosti Shirvanian and USA.
Page 4 of 11
2. Exhibit "B" - Affiliate letter agreement dated
May 1, 1996 between Marian Shirvanian and USA.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, we certify the information set forth in this statement
is true, complete and correct.
Date: May 17, 1996 /s/ Kosti Shirvanian
-------------------------------
Signature
/s/ Marian Shirvanian
-------------------------------
Signature
Page 5 of 11
EXHIBIT A
USA Waste Services, Inc.
5400 LBJ Freeway, Suite 300 - Tower One
Dallas, Texas 75240
May 1, 1996
Dear Sirs:
The undersigned is a holder of shares of Common Stock, par
value $.01 per share ("Company Common Stock"), of Western Waste
Industries, a California corporation (the "Company") which
shares will be converted into the right to receive Common
Stock, par value $.01 per share ("Parent Securities"), of USA
Waste Services, Inc., a Delaware corporation ("Parent"), in
connection with the merger of the Company with a subsidiary of
the Parent (the "Merger"). The undersigned acknowledges that
the undersigned may be deemed an "affiliate" of the Company
within the meaning of Rule 145 ("Rule 145") promulgated under
the Securities Act of 1933 (the "Act") and applicable pooling
rules and regulations promulgated by the Securities and
Exchange Commission (the "SEC"), although nothing contained
herein should be construed as an admission of such fact.
If in fact the undersigned were deemed to be an affiliate
under the Act, the undersigned's ability to sell, assign or
transfer the Parent Securities received by the undersigned in
connection with the Merger may be restricted unless such
transaction is registered under the Act or an exemption from
such registration is available. The undersigned understands
that such exemptions are limited and the undersigned has
obtained advice of counsel as to the nature and conditions of
such exemptions, including information with respect to the
applicability to the sale of such securities of Rules 144 and
145(d) promulgated under the Act. The undersigned understands
that Parent will not be required to maintain the effectiveness
of any registration statement under the Act for purposes of
resale of Parent Securities by the undersigned.
The undersigned hereby represents to and covenants with
Parent that the undersigned will not sell, assign or transfer
any of the Parent Securities received by the undersigned in
connection with the Merger except (i) pursuant to an effective
registration statement under the Act or (ii) in a transaction
which, in the opinion of the general counsel of Parent or other
counsel reasonably satisfactory to Parent or as described in a
"no-action" or interpretative letter from the staff of the SEC,
is not required to be registered under the Act.
The undersigned further represents to and covenants with
Parent that, within the 30 days preceding the consummation of
the Merger, the undersigned has not sold, transferred or
-1-
Page 6 of 11
otherwise disposed of, and will not sell, transfer or otherwise
dispose of, any shares of Company Common Stock held by the
undersigned, and that the undersigned will not sell, transfer
or otherwise dispose of any Parent Securities received by the
undersigned in connection with the Merger until after such time
as results covering at least 30 days of combined operations of
the Company and Parent have been published by Parent, in the
form of a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form 10-K,
10-Q or 8-K, or any other public filing or announcement which
includes such combined results of operations, except in each
case to the extent permitted by and in accordance with
Accounting Series Release 135 and Staff Accounting Bulletins 65
and 76.
The undersigned further represents to and covenants with
Parent that the undersigned has not sold, transferred or
otherwise disposed of, and will not sell, transfer or otherwise
dispose of, any shares of Company Common Stock held by the
undersigned if such sale, transfer or disposition, either alone
or in the aggregate with other transfers by affiliates, would
preclude Parent's ability to account for the business
combination to be effected by the Merger as a pooling of
interests.
In the event of a sale or other disposition by the
undersigned of Parent Securities pursuant to Rule 145, the
undersigned will supply Parent with evidence of compliance with
such Rule, in the form of a broker's letter in customary form
or other evidence reasonably satisfactory to Parent. The
undersigned understands that Parent may instruct its transfer
agent to withhold the transfer of any Parent Securities
disposed of by the undersigned, but that upon receipt of such
evidence of compliance the transfer agent shall effectuate the
transfer of the Parent Securities sold as indicated in such
evidence.
The undersigned acknowledges and agrees that (i) stop
transfer instructions may be given to the transfer agent of
Parent with respect to the shares of Parent Common Stock the
undersigned will receive as a result of the Merger, and (ii)
the legends set forth below may be placed on certificates
representing Parent Securities received by the undersigned in
connection with the Merger or held by a transferee thereof,
which legends will be removed by delivery of substitute
certificates upon receipt of an opinion in form and substance
reasonably satisfactory to Parent from the general counsel of
Parent or other counsel reasonably satisfactory to Parent to
the effect that such legends are no longer required for
purposes of the Act or applicable pooling rules and regulations
promulgated by the SEC.
There will be placed on the certificates for the Parent
Securities issued to the undersigned, or any substitutions
therefor, a legend stating in substance:
-2-
Page 7 of 11
The shares represented by this certificate were
issued in a transaction to which the limitations on
distributions, sales, transfers or other dispositions
of securities imposed by Rule 145 promulgated under
the Securities Act of 1933 apply.
Unless the transfer by the undersigned of Parent Securities has
been registered under the Act or is a sale made in conformity
with the provisions of Rule 145 and the terms hereof, Parent
reserves the right, at its election, to put the following
legend on the certificates issued to any transferee of the
undersigned:
The shares represented by this certificate have not
been registered under the Securities Act of 1933 and
were acquired from a person who received such shares
in a transaction to which Rule 145 promulgated under
the Securities Act of 1933 applies. The shares have
been acquired by the holder not with a view to, or
for resale in connection with, any distribution
thereof within the meaning of Securities Act of 1933
and may not be sold, pledged or otherwise transferred
except in accordance with an exemption from the
registration requirements of the Securities Act of
1933.
The undersigned acknowledges that (i) the undersigned has
carefully read this letter and understand the requirements
hereof and the limitations imposed upon the distribution, sale,
transfer or other disposition of Parent Securities and (ii) the
receipt by Parent of this letter is an inducement and a
condition to Parent's obligations to consummate the Merger.
Very truly yours,
By: /s/ Kosti Shirvanian
----------------------------
Name: Kosti Shirvanian
Acknowledged and Accepted
this 7th day of May, 1996
USA Waste Services, Inc.
By: /s/ Bryan J. Blankfield
--------------------------
Name: Bryan J. Blankfield
Title: Assistant Secretary
-3-
Page 8 of 11
EXHIBIT B
USA Waste Services, Inc.
5400 LBJ Freeway, Suite 300 - Tower One
Dallas, Texas 75240
May 1, 1996
Dear Sirs:
The undersigned is a holder of shares of Common Stock, par
value $.01 per share ("Company Common Stock"), of Western Waste
Industries, a California corporation (the "Company") which
shares will be converted into the right to receive Common
Stock, par value $.01 per share ("Parent Securities"), of USA
Waste Services, Inc., a Delaware corporation ("Parent"), in
connection with the merger of the Company with a subsidiary of
the Parent (the "Merger"). The undersigned acknowledges that
the undersigned may be deemed an "affiliate" of the Company
within the meaning of Rule 145 ("Rule 145") promulgated under
the Securities Act of 1933 (the "Act") and applicable pooling
rules and regulations promulgated by the Securities and
Exchange Commission (the "SEC"), although nothing contained
herein should be construed as an admission of such fact.
If in fact the undersigned were deemed to be an affiliate
under the Act, the undersigned's ability to sell, assign or
transfer the Parent Securities received by the undersigned in
connection with the Merger may be restricted unless such
transaction is registered under the Act or an exemption from
such registration is available. The undersigned understands
that such exemptions are limited and the undersigned has
obtained advice of counsel as to the nature and conditions of
such exemptions, including information with respect to the
applicability to the sale of such securities of Rules 144 and
145(d) promulgated under the Act. The undersigned understands
that Parent will not be required to maintain the effectiveness
of any registration statement under the Act for purposes of
resale of Parent Securities by the undersigned.
The undersigned hereby represents to and covenants with
Parent that the undersigned will not sell, assign or transfer
any of the Parent Securities received by the undersigned in
connection with the Merger except (i) pursuant to an effective
registration statement under the Act or (ii) in a transaction
which, in the opinion of the general counsel of Parent or other
counsel reasonably satisfactory to Parent or as described in a
"no-action" or interpretative letter from the staff of the SEC,
is not required to be registered under the Act.
The undersigned further represents to and covenants with
Parent that, within the 30 days preceding the consummation of
the Merger, the undersigned has not sold, transferred or
-1-
Page 9 of 11
otherwise disposed of, and will not sell, transfer or otherwise
dispose of, any shares of Company Common Stock held by the
undersigned, and that the undersigned will not sell, transfer
or otherwise dispose of any Parent Securities received by the
undersigned in connection with the Merger until after such time
as results covering at least 30 days of combined operations of
the Company and Parent have been published by Parent, in the
form of a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form 10-K,
10-Q or 8-K, or any other public filing or announcement which
includes such combined results of operations, except in each
case to the extent permitted by and in accordance with
Accounting Series Release 135 and Staff Accounting Bulletins 65
and 76.
The undersigned further represents to and covenants with
Parent that the undersigned has not sold, transferred or
otherwise disposed of, and will not sell, transfer or otherwise
dispose of, any shares of Company Common Stock held by the
undersigned if such sale, transfer or disposition, either alone
or in the aggregate with other transfers by affiliates, would
preclude Parent's ability to account for the business
combination to be effected by the Merger as a pooling of
interests.
In the event of a sale or other disposition by the
undersigned of Parent Securities pursuant to Rule 145, the
undersigned will supply Parent with evidence of compliance with
such Rule, in the form of a broker's letter in customary form
or other evidence reasonably satisfactory to Parent. The
undersigned understands that Parent may instruct its transfer
agent to withhold the transfer of any Parent Securities
disposed of by the undersigned, but that upon receipt of such
evidence of compliance the transfer agent shall effectuate the
transfer of the Parent Securities sold as indicated in such
evidence.
The undersigned acknowledges and agrees that (i) stop
transfer instructions may be given to the transfer agent of
Parent with respect to the shares of Parent Common Stock the
undersigned will receive as a result of the Merger, and (ii)
the legends set forth below may be placed on certificates
representing Parent Securities received by the undersigned in
connection with the Merger or held by a transferee thereof,
which legends will be removed by delivery of substitute
certificates upon receipt of an opinion in form and substance
reasonably satisfactory to Parent from the general counsel of
Parent or other counsel reasonably satisfactory to Parent to
the effect that such legends are no longer required for
purposes of the Act or applicable pooling rules and regulations
promulgated by the SEC.
There will be placed on the certificates for the Parent
Securities issued to the undersigned, or any substitutions
therefor, a legend stating in substance:
-2-
Page 10 of 11
The shares represented by this certificate were
issued in a transaction to which the limitations on
distributions, sales, transfers or other dispositions
of securities imposed by Rule 145 promulgated under
the Securities Act of 1933 apply.
Unless the transfer by the undersigned of Parent Securities has
been registered under the Act or is a sale made in conformity
with the provisions of Rule 145 and the terms hereof, Parent
reserves the right, at its election, to put the following
legend on the certificates issued to any transferee of the
undersigned:
The shares represented by this certificate have not
been registered under the Securities Act of 1933 and
were acquired from a person who received such shares
in a transaction to which Rule 145 promulgated under
the Securities Act of 1933 applies. The shares have
been acquired by the holder not with a view to, or
for resale in connection with, any distribution
thereof within the meaning of Securities Act of 1933
and may not be sold, pledged or otherwise transferred
except in accordance with an exemption from the
registration requirements of the Securities Act of
1933.
The undersigned acknowledges that (i) the undersigned has
carefully read this letter and understand the requirements
hereof and the limitations imposed upon the distribution, sale,
transfer or other disposition of Parent Securities and (ii) the
receipt by Parent of this letter is an inducement and a
condition to Parent's obligations to consummate the Merger.
Very truly yours,
By: /s/ Marian Shirvanian
-------------------------
Name: Marian Shirvanian
Acknowledged and Accepted
this 7th day of May, 1996
USA Waste Services, Inc.
By: /s/ Bryan J. Blankfield
--------------------------
Name: Bryan J. Blankfield
Title: Assistant Secretary
-3-
Page 11 of 11