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SCHEDULE 13G
Amendment No. 1
USA Waste Services Incorporated
common stock
Cusip # 902917103
Cusip # 902917103
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 1,551,887
Item 6: None
Item 7: 28,345,889
Item 8: None
Item 9: 28,345,889
Item 11: 12.96%
Item 12: HC
Cusip # 902917103
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 28,345,889
Item 8: None
Item 9: 28,345,889
Item 11: 12.96%
Item 12: IN
Cusip # 902917103
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 28,345,889
Item 8: None
Item 9: 28,345,889
Item 11: 12.96%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
USA Waste Services Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
1001 Fannin Street, Suite 4000
Houston, TX 77002
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None, Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
common stock
Item 2(e). CUSIP Number:
902917103
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, FMR Corp., is a parent holding company in accordance
with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned:
28,345,889
(b) Percent of Class:
12.96%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,551,887
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition of:
28,345,889
(iv) shared power to dispose or to direct the disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the common stock of USA Waste Services Incorporated.
No one person's interest in the common stock of USA Waste
Services Incorporated is more than five percent of the total
outstanding common stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of the Group.
Not applicable, see attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Schedule 13G in connection with FMR Corp.'s beneficial
ownership of the common stock of USA Waste Services
Incorporated at December 31, 1997 is true, complete and
correct.
February 14, 1998
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of FMR Corp. and its direct
and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
is the beneficial owner of 26,287,225 shares or 12.02% of the common stock
outstanding of USA Waste Services Incorporated ("the Company") as a result of
acting as investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940. The number of shares of
common stock of USA Waste Services Incorporated owned by the investment
companies at December 31, 1997 included 308,379 shares of common stock
resulting from the assumed conversion of $8,730,000 principal amount of 5%
Convertible Subordinated Debentures 03/01/06 (35.32430 shares of common stock
for each $1,000 principal amount of debenture). The number of shares of common
stock of USA Waste Services Incorporated owned by the investment companies at
December 31, 1997 included 1,048,584 shares of common stock resulting from the
assumed conversion of $45,678,000 principal amount of 4%Convertible
Subordinated Debentures 02/01/02 (22.956841 shares of common stock for each
$1,000 principal amount of debenture). The number of shares of common stock
of USA Waste Services Incorporated owned by the investment companies at
December 31, 1997 included 660,389 shares of common stock resulting from the
assumed conversion of $19,964,000 principal amount of 4.5% Convertible
Subordinated Debentures 06/01/01 (33.079700 shares of common stock for each
$1,000 principal amount of debenture).
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
funds each has sole power to dispose of the 26,287,225 shares owned by the
Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has
the sole power to vote or direct the voting of the shares owned directly by
the Fidelity Funds, which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written guidelines
established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire Street, Boston,
Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 1,949,465 shares or 0.89% of the common stock outstanding
of the Company as a result of its serving as investment manager of the
institutional account(s). The number of shares of common stock of USA Waste
Services Incorporated owned by the institutional account(s) at December 31,
1997 included 90,653 shares of common stock resulting from the assumed
conversion of $3,949,000 principal amount of the 4% Convertible Subordinated
Debentures 02/01/02 described above. The number of shares of common stock of
USA Waste Services Incorporated owned by the institutional account(s) at
December 31, 1997 included 36,916 shares of common stock resulting from the
assumed conversion of $1,116,000 principal amount of the 4.5% Convertible
Subordinated Debentures 06/01/01 described above.
Edward C. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole dispositive power over 1,949,465
shares and sole power to vote or to direct the voting of 1,442,688 shares, and
no power to vote or to direct the voting of 506,777 shares of common stock
owned by the institutional account(s) as reported above.
Members of the Edward C. Johnson 3d family and trusts for their benefit
are the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr. Johnson
3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. and Abigail
P. Johnson is a Director of FMR Corp. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting agreement under
which all Class B shares will be voted in accordance with the majority vote of
Class B shares. Accordingly, through their ownership of voting common stock
and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of 1940, to
form a controlling group with respect to FMR Corp.
Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton,
Bermuda, and various foreign-based subsidiaries provide investment advisory
and management services to a number of non-U.S. investment companies (the
"International Funds") and certain institutional investors. Fidelity
International Limited is the beneficial owner of 109,199 shares or 0.05% of
the common stock outstanding of the Company. Additional information with
respect to the beneficial ownership of Fidelity International Limited is shown
on Exhibit B, page 10.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this Exhibit has been
prepared to identify Fidelity International Limited, Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda, a Bermudan joint stock company incorporated for an
unlimited duration by private act of the Bermuda Legislature (FIL) and an
investment adviser to various investment companies (the "International Funds")
and certain institutional investors, as a beneficial owner of the 109,199
shares or 0.05% of the common stock outstanding of USA Waste Services
Incorporated.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity
Management & Research Company (Fidelity), a wholly-owned subsidiary of FMR
Corp. On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR Corp. FIL currently operates as an
entity independent of FMR Corp. and Fidelity. The International Funds and
FIL's other clients, with the exception of Fidelity and an affiliated company
of Fidelity, are non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and members of his
family owns shares of FIL voting stock with the right to cast approximately
39.89% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities, and their Boards of Directors
are generally composed of different individuals. Other than when one serves
as a sub adviser to the other, their investment decisions are made
independently, and their clients are generally different organizations.
FMR Corp. and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the
"1934" Act) and that they are not otherwise required to attribute to each
other the "beneficial ownership" of securities "beneficially owned" by the
other corporation within the meaning of Rule 13d-3 promulgated under the 1934
Act. Therefore, they are of the view that the shares held by the other
corporation need not be aggregated for purposes of Section 13(d). However, FMR
Corp. is making this filing on a voluntary basis as if all of the shares are
beneficially owned by FMR Corp. and FIL on a joint basis.
FIL may continue to have the International Funds or other accounts
purchase shares subject to a number of factors, including, among others, the
availability of shares for sale at what FIL considers to be reasonable prices
and other investment opportunities that may be available to the International
Funds.
FIL intends to review continuously the equity position of the
International Funds and other accounts in the Company. Depending upon its
future evaluations of the business and prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and money market and stock market conditions, FIL may determine to
cease making additional purchases of shares or to increase or decrease the
equity interest in the Company by acquiring additional shares, or by disposing
of all or a portion of the shares.
FIL does not have a present plan or proposal which relates to or would
result in (i) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of
assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
FIL has the sole power to vote and the sole power to dispose of 109,199
shares.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 14, 1998, agree and consent to the
joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the common stock of USA Waste Services Incorporated at
December 31, 1997.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under of Power
of Attorney
dated December 30, 1997, by
and on behalf
of FMR Corp. and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of
Attorney
dated December 30, 1997, by
and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/Eric D. Roiter
Eric D. Roiter
V.P. and General Counsel