HomeMy Public PortalAbout96-038 (03-19-96)RESOLUTION NO. 96 -38
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD
AUTHORIZING, CONSENTING TO, AND APPROVING THAT CERTAIN PROPOSED
MERGER TRANSACTION BETWEEN WESTERN WASTE INDUSTRIES AND USA WASTE
SERVICES, INC.
RECITALS
A. Under the terms and provisions of that certain
"Contract for the Collection, Removal and Disposal of Garbage,
Waste Refuse, Rubbish, Offal, Timmings and Other Refuse Matter in
the City of Lynwood," dated as of July 12, 1978, and as
' thereafter amended, Western Waste Industries in the exclusive
franchisee for the collection of solid waste from all
residential, commercial and industrial premises in the City of
Lynwood.
B. Section 10 of the Contract described above in
paragraph A, entitled "Assignment," provides that no interest in
the Contract may be sold, assigned or transferred to any other
person, firm or corporation without first obtaining the approval
of the City Manager, which approval is subject to the
ratification of the City Council.
C. Western Waste Industries and USA Waste Services,
Inc., both of which have common stock publicly traded on the New
York Stock Exchange, intend to consummate a merger transaction
whereby Western Waste Industries will become a wholly -owned
subsidiary of USA Waste Services, Inc., an Oklahoma corporation.
D. City staff has evaluated the financial, technical,
legal and other qualifications of USA Waste Services, Inc., which
will becone the new parent company controlling the operations and
management of Western Waste Industries, and has recommended to
the City Council that it approve the proposed merger transaction.
'
NOW
HEREBY FINDS,
THEREFORE,
DETERMINES
THE CITY COUNCIL OF THE CITY OF LYNWOOD
AND RESOLVES AS FOLLOWS:
Section
1. The
City Council of the City of Lynwood
authorizes,
consents
to, and approves the proposed merger
transaction
between Western Waste Industries will become a
wholly -owned
subsidiary
of USA Waste Services, Inc.
Section 2. The authorization, consent and approval granted
hereunder will not modify, alter or limit in any manner the
rights, duties and obligations of Western Waste Industries under
that certain "Contract for the Collection, Removal and Disposal
of Garbage, Waste Refuse, Rubbish, Offal, Trimmings and Other
Refuse Matter in the City of Lynwood," dated as of July 12, 1978,
and as thereafter amended.
Section 3. The authorization, consent and approval of the
City of Lynwood to the proposed merger transaction is conditioned
upon compliance by Western Waste Industries with the following
requirements:
1. An original or conformed copy of the written
instrument evidencing the closing and consummation of the merger
transaction must be filed in the office of the City Clerk within
thirty (30) days after that closing and consummation.
2. Western Waste Industries will reimburse the
City of Lynwood for all costs and expenses reasonably incurred by
City staff in processing and evaluating the informaiton relating
to proposed merger transaction; provided, however, that those
costs and expenses will not exceed the sum of $1,000 and will be
set forth in an itemized statement transmitted by the City
Manager, or his designee, to Western Waste Industries within
thirty (30) days after the adoption of the Resolution.
Section 4. The City Clerk is directed to certify to
the adoption of this Resolution and to transmit copies of this
Resolution to Western Waste Industries and to USA Waste Services,
Inc.
PASSED, APPROVED and ADOPTED this 19th day of March,
1996.
PAUL H. RICHARDS, I ,
ATTEST: (/
ANDR CIJTY CLERK FAU N GO� ITY MANAGER
APPROVED AS TO FORM:
1o►��UI.,N:. B. .
CITY ATTORNEY
STATE OF CALIFORNIA
SS.
COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood,
do hereby certify that the foregoing resolution was passed and
adopted by the City Council of the City of Lynwood at a regular
meeting held on the 19th day of March, 1996.
AYES: COUNCILMEMBER BYRD, HENNING, REA, HEINE
NOES: NONE
ABSENT: COUNCILMEMBER RICHARDS
City Clerk, City of Lyrfwood
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, the undersiged City clerk of the City o fLLynwood,
and Clerk of the City Council of said City, do hereby certify
that the above and foregoing is a full, true and correct copy of
Resolution No. 96 -38 on file in my office and that said
resolution was adopted on the date and by the vote therein
stated.
Dated this 19th day of March, 1996
City Clerk