<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997
    
 
   
                                                      REGISTRATION NO. 333-31231
    
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                         ALLIED WASTE INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                 <C>                                 <C>
              DELAWARE                              4953                             88-0228636
  (STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL              (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)            IDENTIFICATION NUMBER)
</TABLE>
 
                  15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
                           SCOTTSDALE, ARIZONA 85260
                                 (602) 423-2946
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                HENRY L. HIRVELA
                            CHIEF FINANCIAL OFFICER
                         ALLIED WASTE INDUSTRIES, INC.
                  15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
                           SCOTTSDALE, ARIZONA 85260
                                 (602) 423-2946
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
 
                                WITH A COPY TO:
 
                                ROBERT G. REEDY
                            PORTER & HEDGES, L.L.P.
                           700 LOUISIANA, 35TH FLOOR
                           HOUSTON, TEXAS 77002-2764
                                 (713) 226-0600
                            ------------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon
as practicable after this Registration Statement becomes effective.
 
   
     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]
    
 
   
     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ] ________
    
 
   
     If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] ________

    
                        CALCULATION OF REGISTRATION FEE
 
   
<TABLE>
<CAPTION>
===================================================================================================================
                                                                                   PROPOSED MAXIMUM
                                                                   PROPOSED MAXIMUM    AGGREGATE
                 TITLE OF CLASS OF                   AMOUNT TO BE     AGGREGATE      OFFERING PER     AMOUNT OF
            SECURITIES TO BE REGISTERED               REGISTERED    PRICE PER UNIT     UNIT(1)     REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>             <C>             <C>
11.30% Senior Discount Notes due 2007..............   $418,000,000       100%        $418,000,000    $126,667(2)
===================================================================================================================
</TABLE>
    
 
(1) Estimated solely for the purpose of computing the registration fee in
    accordance with Rule 457(f)(2) under the Securities Act of 1933.
   
(2) Previously paid.
    
                            ------------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>   2
 
PROSPECTUS
 
                         Allied Waste Industries, Inc.
 
     OFFER TO EXCHANGE ALL OF ITS OUTSTANDING 11.30% SENIOR DISCOUNT NOTES
               DUE 2007 FOR 11.30% SENIOR DISCOUNT NOTES DUE 2007
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
 
        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
   
                     ON DECEMBER 16, 1997, UNLESS EXTENDED.
    
 
    Allied Waste Industries, Inc., a Delaware corporation (the "Company"),
hereby offers (the "Exchange Offer"), upon the terms and subject to the
conditions set forth in this Prospectus and the accompanying Letter of
Transmittal (the "Letter of Transmittal") relating to the Exchange Offer, to
exchange $1,000 principal amount of its 11.30% Senior Discount Notes due 2007
(the "Exchange Notes"), which will be registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement of
which this Prospectus is a part, for $1,000 principal amount of its outstanding
11.30% Senior Discount Notes due 2007 (the "Notes"), of which an aggregate of
$418,000,000 in principal amount is outstanding as of the date of this
Prospectus. The form and terms of the Exchange Notes are identical in all
material respects to the form and terms of the Notes.
 
   
    The Exchange Notes will not accrue cash interest until June 1, 2002, and
thereafter cash interest will be payable semi-annually on June 1 and December 1
of each year, commencing December 1, 2002. The Exchange Notes will mature on
June 1, 2007. Holders of the Exchange Notes will be required to include the
original issue discount as interest income in advance of the receipt of the cash
payments to which such income is attributable. See "Description of the Exchange
Notes" and "Certain Federal Income Tax Consequences of an Investment in the
Exchange Notes." The Exchange Notes will not be subject to redemption at the
option of the Company except as follows. The Exchange Notes will be redeemable
at the option of the Company, in whole or in part, at any time on or after
December 1, 2001 at the redemption prices set forth herein plus accrued and
unpaid interest to the date of redemption. Up to 33 1/3% in aggregate principal
amount of Exchanges Notes originally issued will be redeemable at the option of
the Company at any time or times prior to June 1, 2000 from the net proceeds of
one or more public offerings of capital stock of the Company at a redemption
price of 111.30% of their Accreted Value (as defined herein) as of, plus accrued
and unpaid interest to the date of redemption. Upon a Change of Control (as
defined herein), holders of the Exchange Notes may require the Company to
purchase all or a portion of the Exchange Notes at a purchase price equal to (i)
in the case of any such purchase prior to June 1, 2002, 101% of their Accreted
Value as of the purchase date and (ii) in the case of any such purchase on or
after June 1, 2002, 101% of their principal amount, in each case, plus accrued
and unpaid interest to the date of purchase. See "Description of the Exchange
Notes."
    
 
   
    The Exchange Notes will be senior unsecured obligations of the Company, will
rank pari passu in right of payment with all existing and future senior
unsecured obligations of the Company and will rank senior in right of payment to
any future subordinated obligations of the Company. Holders of secured
obligations of the Company will, however, have claims that are prior to the
claims of the holders of the Exchange Notes with respect to the assets securing
such secured obligations. The Company conducts its operations through its
subsidiary, Allied Waste North America, Inc. ("Allied Waste NA"), which is
subject, under the Senior Credit Facility (as defined herein) and its 10 1/4%
Senior Subordinated Notes due 2006 (the "Allied Waste NA Notes"), to certain
restrictions on its ability to pay funds to the Company. The Exchange Notes will
be effectively subordinated to all obligations, including trade payables, of the
Company's subsidiaries. As of June 30, 1997, the Exchange Notes will be
effectively subordinated to approximately $1,198.0 million of debt of the
Company's subsidiaries. See "Risk Factors -- Holding Company Structure;
Structural Subordination."
    
 
   
    The Company will accept for exchange any and all validly tendered Notes on
or prior to 5:00 p.m., New York City time, on December 16, 1997, unless extended
(if and as extended, the "Expiration Date"). Tenders of Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date. See
"The Exchange Offer."
    
 
   
    The Exchange Notes are being offered hereunder in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement (as
defined herein). Based on interpretations by the staff of the Securities and
Exchange Commission (the "Commission") set forth in no-action letters issued to
third parties, the Company believes the Exchange Notes issued pursuant to the
Exchange Offer in exchange for Notes may be offered for resale, resold and
otherwise transferred by any holder thereof (other than broker-dealers, as set
forth below, and any such holder that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery requirements of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of such
holder's business and that such holder has no arrangement or understanding with
any person to participate in the distribution of such Exchange Notes. Any holder
who tenders in the Exchange Offer with the intention to participate, or for the
purpose of participating, in a distribution of the Exchange Notes or who is an
affiliate of the Company may not rely upon such interpretations by the staff of
the Commission and, in the absence of an exemption therefrom, must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. Holders of Notes wishing to
accept the Exchange Offer must represent to the Company in the Letter of
Transmittal that such conditions have been met.
    
 
   
    Each broker-dealer (other than an affiliate of the Company) that receives
Exchange Notes for its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so acknowledging
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 90 days after the Expiration Date, it will make
this Prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution." Any broker-dealer who is an affiliate
of the Company may not rely on such no-action letters and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction.
    
 
    The Company will not receive any proceeds from this Exchange Offer. No
dealer-manager is being used in connection with this Exchange Offer.
 
    SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BEFORE TENDERING NOTES IN THE EXCHANGE OFFER.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
   
               The date of this Prospectus is November 10, 1997.
    
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
   
     The Company has filed with the Commission a Registration Statement on Form
S-4 (No 333-31231), including any amendments thereto, under the Securities Act,
with respect to the Exchange Notes offered hereby (the "Registration
Statement"). This Prospectus does not contain all the information set forth in
the Registration Statements and the exhibits and schedules thereto. For further
information with respect to the Company and the Exchange Notes, reference is
made to the Registration Statement and the exhibits and schedules filed as a
part thereof. Statements made in this Prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the Registration Statement. Each such statement is qualified in
all respects by reference to such exhibit. The Registration Statement, including
exhibits and schedules thereto, is on file at the offices of the Commission and
may be inspected without charge. Copies of such material may be obtained from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
    
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, with exhibits, as well as such reports,
proxy statements and other information, can be inspected and copied at the
public reference facilities maintained by the Commission at its principal
offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, its
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60601 and 7 World Trade Center, 13th Floor, New York,
New York 10007, and at its site on the World Wide Web at http://www.sec.gov.
Copies of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Company's common
stock is listed on the National Market tier of the Nasdaq Stock Market
("Nasdaq") and material filed by the Company can be inspected at the offices of
Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
 
   
     The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, as amended;
(ii) the Company's Quarterly Reports on Form 10-Q, as amended, for the quarters
ended March 31, 1997 and June 30, 1997; (iii) the Company's Definitive Proxy
Materials in accordance with Schedule 14A dated June 10, 1997; (iv) the
Company's Current Reports on Form 8-K, as amended, dated January 9, 1997,
January 30, 1997, February 19, 1997, May 2, 1997, August 27, 1997 and November
4, 1997, and (v) all documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequently to the
date of this Prospectus and prior to the termination of the Exchange Offer. A
copy of the Company's Annual Report on Form 10-K for the year ended December 31,
1996 is provided with this Prospectus. Copies of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 are available at no charge upon
request from the Company.
    
 
   
     This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents are available upon request from
Allied Waste Industries, Inc., 15880 North Greenway-Hayden Loop, Suite 100,
Scottsdale, Arizona 85260, Attn: Peter S. Hathaway, Telephone: (602)-423-2946.
In order to ensure timely delivery of the documents, any request should be made
by December 11, 1997.
    
 
                                        2
<PAGE>   4
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information appearing elsewhere in this
Prospectus. Unless the context requires otherwise, all references in this
Prospectus to the "Company" are to Allied Waste Industries, Inc., and its direct
and indirect subsidiaries.
 
                                  THE COMPANY
 
   
     The Company is a major solid waste management company in the United States,
as measured by revenues. The Company is a vertically-integrated, non-hazardous
solid waste management company providing collection, recycling and disposal
services. As of November 1, 1997, the Company serves approximately 1.4 million
customers in 21 states. The Company currently conducts its operations through a
network of 83 collection companies, 41 transfer stations, 59 landfills and 23
recycling facilities.
    
 
                               BUSINESS STRATEGY
 
   
     The major components of the Company's business strategy consist of: (1)
operating vertically integrated non-hazardous solid waste service businesses
with a high rate of waste internalization; (2) managing these businesses locally
with a strong focus on operations; (3) maintaining a high rate of growth through
acquisitions and internal growth in existing and selected new markets; and (4)
maintaining the financial capacity, management capabilities and administrative
systems and controls to support on-going operations and future growth.
    
 
                               THE NOTE OFFERING
 
The Notes..................  The Notes were sold by the Company on May 15, 1997,
                             and were subsequently resold to qualified
                             institutional buyers pursuant to Rule 144A under
                             the Securities Act and to certain persons in
                             transactions outside the United States in reliance
                             on Regulation S under the Securities Act (the "Note
                             Offering").
 
Registration Rights
  Agreement................  In connection with the Note Offering, the Company
                             entered into the Registration Rights Agreement,
                             which grants holders ("Holders") of the Notes
                             certain exchange and registration rights. The
                             Exchange Offer is intended to satisfy such exchange
                             and registration rights, which generally terminate
                             upon the consummation of the Exchange Offer.
 
                               THE EXCHANGE OFFER
 
Securities Offered.........  $418,000,000 aggregate principal amount of 11.30%
                             Senior Discount Notes due 2007.
 
The Exchange Offer.........  $1,000 principal amount of the Exchange Notes in
                             exchange for each $1,000 principal amount of Notes.
                             As of the date hereof, $418,000,000 aggregate
                             principal amount of Notes are outstanding. The
                             Company will issue the Exchange Notes to holders on
                             or promptly after the Expiration Date.
 
   
                             Based on an interpretation by the staff of the
                             Commission set forth in no-action letters issued to
                             third parties, the Company believes that Exchange
                             Notes issued pursuant to the Exchange Offer in
                             exchange for Notes may be offered for resale,
                             resold and otherwise transferred by any holder
                             thereof (other than any such holder which is an
                             "affiliate" of the
    
 
                                        3
<PAGE>   5
 
   
                             Company within the meaning of Rule 405 under the
                             Securities Act) without compliance with the
                             registration and prospectus delivery provisions of
                             the Securities Act, provided that such Exchange
                             Notes are acquired in the ordinary course of such
                             holder's business and that such holder does not
                             intend to participate and has no arrangement or
                             understanding with any person to participate in the
                             distribution of such Exchange Notes.
    
 
                             Each broker-dealer that receives Exchange Notes for
                             its own account pursuant to the Exchange Offer must
                             acknowledge that it will deliver a prospectus in
                             connection with any resale of such Exchange Notes.
                             The Letters of Transmittal state that by so
                             acknowledging and by delivering a prospectus, a
                             broker-dealer will not be deemed to admit that it
                             is an "underwriter" within the meaning of the
                             Securities Act. This Prospectus, as it may be
                             amended or supplemented from time to time, may be
                             used by a broker-dealer in connection with resales
                             of Exchange Notes received in exchange for Notes
                             where such Notes were acquired by such
                             broker-dealer as a result of market-making
                             activities or other trading activities. The Company
                             has agreed that for a period of 90 days after the
                             Expiration Date, it will make this Prospectus
                             available to any broker-dealer for use in
                             connection with any such resale.
 
                             Any Holder who tenders in the Exchange Offer with
                             the intention to participate, or for the purpose of
                             participating, in a distribution of the Exchange
                             Notes could not rely on the position of the staff
                             of the Commission enunciated in Exxon Capital
                             Holdings Corporation (available April 13, 1989),
                             Morgan Stanley & Co., Inc. (available June 5, 1991)
                             or similar no-action letters and, in the absence of
                             an exemption therefrom, must comply with the
                             registration and prospectus delivery requirements
                             of the Securities Act in connection with the resale
                             of the Exchange Notes. Failure to comply with such
                             requirements in such instance may result in such
                             Holder incurring liability under the Securities Act
                             for which the Holder is not indemnified by the
                             Company.
 
   
Expiration Date............  5:00 p.m., New York City time, on December 16,
                             1997, unless the Exchange Offer is extended, in
                             which case the term "Expiration Date" means the
                             latest date and time to which the Exchange Offer is
                             extended.
    
 
Conditions to the
  Exchange Offer...........  The Exchange Offer is subject to certain customary
                             conditions, which may be waived by the Company.
 
   
Procedures for
  Tendering Notes..........  Each Holder of Notes wishing to accept the Exchange
                             Offer must complete, sign and date the relevant
                             accompanying Letter of Transmittal, or a facsimile
                             thereof, in accordance with the instructions
                             contained herein and therein, and mail or otherwise
                             deliver such Letter of Transmittal, or such
                             facsimile, together with the Notes and any other
                             required documentation to the Exchange Agent (as
                             defined herein) at the address set forth in the
                             Letter of Transmittal. By executing the Letter of
                             Transmittal, each Holder will represent to the
                             Company that, among other things, the Holder or the
                             person receiving such Exchange Notes, whether or
                             not such person is the Holder, is acquiring the
                             Exchange Notes in the ordinary course of business
                             and that neither the Holder nor any such other
                             person has any arrangement or understanding with
                             any
    
 
                                        4
<PAGE>   6
 
                             person to participate in the distribution of such
                             Exchange Notes. In lieu of physical delivery of the
                             certificates representing Notes, tendering Holders
                             may transfer Notes pursuant to the procedure for
                             book-entry transfer as set forth under "The
                             Exchange Offer -- Procedures for Tendering."
 
Special Procedures for
  Beneficial Owners........  Any beneficial owner whose Notes are registered in
                             the name of a broker, dealer, commercial bank,
                             trust company or other nominee and who wishes to
                             tender should contact such registered Holder
                             promptly and instruct such registered Holder to
                             tender on such beneficial owner's behalf. If such
                             beneficial owner wishes to tender on such owner's
                             own behalf, such beneficial owner must, prior to
                             completing and executing the Letter of Transmittal
                             and delivering its Notes, either make appropriate
                             arrangements to register ownership of the Notes in
                             such beneficial owner's name or obtain a properly
                             completed bond power from the registered holder.
                             The transfer of registered ownership may take
                             considerable time.
 
Guaranteed Delivery
  Procedures...............  Holders of Notes who wish to tender their Notes and
                             whose Notes are not immediately available or who
                             cannot deliver their Notes, the Letter of
                             Transmittal or any other documents required by the
                             Letter of Transmittal to the Exchange Agent (or
                             comply with the procedures for book-entry transfer)
                             prior to the Expiration Date must tender their
                             Notes according to the guaranteed delivery
                             procedures set forth in "The Exchange
                             Offer -- Guaranteed Delivery Procedures."
 
Withdrawal Rights..........  Tenders may be withdrawn at any time prior to 5:00
                             p.m., New York City time, on the Expiration Date
                             pursuant to the procedures described under "The
                             Exchange Offer -- Withdrawals of Tenders."
 
Acceptance of Notes and
  Delivery of Exchange
  Notes....................  The Company will accept for exchange any and all
                             Notes that are properly tendered in the Exchange
                             Offer prior to 5:00 p.m., New York City time, on
                             the Expiration Date. The Exchange Notes issued
                             pursuant to the Exchange Offer will be delivered
                             promptly following the Expiration Date.
 
Federal Income Tax
  Consequences of the
  Exchange Offer...........  The issuance of the Exchange Notes to Holders of
                             the Notes pursuant to the terms set forth in this
                             Prospectus will not constitute an exchange for
                             federal income tax purposes. Consequently, no gain
                             or loss would be recognized by Holders of the Notes
                             upon receipt of the Exchange Notes. See "Certain
                             Federal Income Tax Consequences of the Exchange
                             Offer."
 
Effect on Holders of
  Notes....................  As a result of the making of this Exchange Offer,
                             the Company will have fulfilled certain of its
                             obligations under the Registration Rights
                             Agreement, and Holders of Notes who do not tender
                             their Notes will generally not have any further
                             registration rights under the Registration Rights
                             Agreement or otherwise. Such Holders will continue
                             to hold the untendered Notes and will be entitled
                             to all the rights and subject to all the
 
                                        5
<PAGE>   7
 
   
                             limitations applicable thereto under the indenture,
                             relating to the Notes except to the extent such
                             rights or limitations, by their terms, terminate or
                             cease to have further effectiveness as a result of
                             the Exchange Offer. All untendered Notes will
                             continue to be subject to certain restrictions on
                             transfer. Accordingly, if any Notes are tendered
                             and accepted in the Exchange Offer, the trading
                             market for the untendered Notes could be adversely
                             affected.
    
 
Exchange Agent.............  First Bank National Association (the "Exchange
                             Agent").
 
                               THE EXCHANGE NOTES
 
Maturity Date..............  June 1, 2007.
 
   
Interest...................  The Exchange Notes will accrete in value at a rate
                             of 11.30% compounded semi-annually, to an aggregate
                             principal amount of $418.0 million by June 1, 2002.
                             No cash interest (other than Special Interest (as
                             defined herein), if any) will accrue on the
                             Exchange Notes prior to June 1, 2002. Thereafter,
                             the Exchange Notes will accrue cash interest at the
                             rate of 11.30% per annum from June 1, 2002, payable
                             semi-annually in arrears on June 1 and December 1
                             of each year, commencing December 1, 2002.
    
 
Yield......................  11.30% per annum, computed on a semi-annual
                             bond-equivalent basis and calculated from May 15,
                             1997.
 
   
Ranking....................  The Exchange Notes will be senior unsecured
                             obligations of the Company, will rank pari passu in
                             right of payment with all existing and future
                             senior unsecured obligations of the Company and
                             will rank senior in right of payment to any future
                             subordinated obligations of the Company. Holders of
                             secured obligations of the Company will, however,
                             have claims that are prior to the claims of the
                             holders of the Exchange Notes with respect to the
                             assets securing such obligations. The Company
                             conducts its operations through its subsidiary,
                             Allied Waste NA which is subject, under the Senior
                             Credit Facility and the indenture relating to the
                             Allied Waste NA Notes, to certain restrictions on
                             its ability to pay funds to the Company. The
                             Exchange Notes will be effectively subordinated to
                             all obligations, including trade payables, of the
                             Company's subsidiaries. As of June 30, 1997, the
                             Exchange Notes will be effectively subordinated to
                             approximately $1,198.0 million of debt of the
                             Company's subsidiaries.
    
 
Optional Redemption........  Except as set forth below, the Exchange Notes will
                             not be redeemable prior to December 1, 2001. On or
                             after such date, the Exchange Notes will be subject
                             to redemption, at the option of the Company, in
                             whole or in part, at any time prior to maturity, at
                             the redemption prices set forth herein, plus
                             accrued and unpaid interest (if any) to the date of
                             redemption.
 
                             At any time, or from time to time, prior to June 1,
                             2000, up to 33 1/3% in aggregate principal amount
                             of Exchange Notes originally issued will be
                             redeemable, at the option of the Company, from the
                             net proceeds of one or more public offerings of
                             capital stock of the Company at a redemption price
                             equal to 111.30% of their Accreted Value as of,
                             plus accrued and unpaid Special Interest (if any)
                             to, the date of redemption. See "Description of the
                             Exchange Notes -- Optional Redemption."
 
                                        6
<PAGE>   8
 
Change of Control..........  Upon the occurrence of a Change of Control, each
                             holder of the Exchange Notes may require the
                             Company to repurchase all or a portion of the
                             Exchange Notes held by such holder at a purchase
                             price equal to (i) in the case of any such purchase
                             prior to June 1, 2002, 101% of their Accreted Value
                             as of the purchase date and (ii) in the case of any
                             such purchase on or after June 1, 2002, 101% of
                             their principal amount, in each case plus accrued
                             and unpaid interest (if any) to the date of
                             repurchase. See "Description of the Exchange
                             Notes -- Repurchase at the Option of
                             Holders -- Change of Control."
 
   
Original Issue Discount....  The issuance of the Exchange Notes will result in
                             original issue discount for federal income tax
                             purposes. Thus, although interest (other than
                             Special Interest, if any) will not accrue on the
                             Exchange Notes prior to June 1, 2002, and there
                             will be no periodic cash payments of interest
                             (other than Special Interest, if any) on the
                             Exchange Notes prior to December 1, 2002, original
                             issue discount (that is, the difference between the
                             stated redemption price at maturity and the issue
                             price of the Exchange Notes) will accrue from the
                             original issue date of the Notes and will be
                             includable as interest income periodically in a
                             holder's gross income for federal income tax
                             purposes in advance of receipt of the cash payments
                             to which the income is attributable. See "Certain
                             Federal Income Tax Consequences of an Investment in
                             the Exchange Notes."
    
 
   
Restrictive Covenants......  The Indenture (as defined herein) will restrict,
                             among other things, the ability of the Company and
                             its Restricted Subsidiaries (as defined herein),
                             (i) to incur additional Debt (as defined herein),
                             (ii) to pay dividends and make other distributions,
                             (iii) to have restrictions on the ability of any
                             Restricted Subsidiary to make dividends or other
                             payments to the Company or any other Restricted
                             Subsidiary, (iv) to sell assets and to use the
                             proceeds of asset sales, (v) to pledge assets, (vi)
                             to sell a minority interest in a Restricted
                             Subsidiary, (vii) to merge or consolidate with or
                             transfer all or substantially all of its assets to,
                             or to acquire the stock or assets of, another
                             entity or (viii) to engage in certain transactions
                             with affiliates. All of these restrictions,
                             however, are subject to a number of important
                             qualifications. See "Description of the Exchange
                             Notes -- Certain Covenants."
    
 
   
Form and Denomination......  The Exchange Notes will be fully registered as to
                             principal and interest in minimum denominations of
                             $1,000 and integral multiples thereof. The Exchange
                             Notes will be initially issued in the form of one
                             or more global notes and deposited with a custodian
                             for and registered in the name of a nominee of The
                             Depository Trust Company ("DTC"). Exchange Notes
                             will not be issued in certificated, fully
                             registered form, except in the circumstances
                             provided for in the Indenture. See "Description of
                             Exchange Notes -- Form, Denomination, Transfer,
                             Exchange and Book-Entry, Procedures."
    
 
Registration Rights........  Under current interpretations of applicable law by
                             the staff of the Commission, holders of Exchange
                             Notes will be permitted to resell such securities
                             into the public market without further registration
                             or delivery of a prospectus, except that any such
                             holder who is a broker or dealer would be required
                             to deliver a copy of this prospectus in connection
                             with any such resale. The Company has agreed to
                             keep such prospectus current so as to enable
                             brokers and dealers to effect this resales for a
                             period of 90 days following completion of the
                             Exchange Offer. Certain
 
                                        7
<PAGE>   9
 
   
                             holders who participate in the Exchange Offer will
                             not be permitted to rely on the interpretation of
                             the Commission staff. For a discussion of the
                             requirements that must be met in order to rely on
                             the interpretation, see "Description of the
                             Exchange Notes -- Registration Covenant; Exchange
                             Offer."
    
 
                             Pursuant to an Exchange and Registration Rights
                             Agreement (the "Registration Rights Agreement")
                             between the Company and the Initial Purchasers (as
                             defined herein), in the event the interpretation of
                             the Commission staff does not permit the Company to
                             effect the Exchange Offer and under certain other
                             circumstances, the Company would use its best
                             efforts to cause to become effective a "shelf"
                             registration statement (the "Shelf Registration
                             Statement") with respect to the resale of the
                             Exchange Notes (a "Shelf Registration") and to keep
                             such Shelf Registration Statement effective until
                             the third anniversary of the effectiveness of the
                             Shelf Registration Statement. In such event,
                             Holders who registered their Exchange Notes would
                             be permitted to resell their Exchange Notes into
                             the public market, but only if they delivered a
                             copy of the prospectus included in the Shelf
                             Registration Statement in connection with such
                             resales.
 
   
                             In the event that (i) the Company has not filed the
                             Shelf Registration Statement on or before the date
                             on which such registration statement is required to
                             be filed pursuant to the Registration Rights
                             Agreement, or (ii) such Shelf Registration
                             Statement has not become effective or been declared
                             effective by the Commission on or before the date
                             on which such registration statement is required to
                             become or be declared effective pursuant to the
                             Registration Rights Agreement, or (iii) the
                             Exchange Offer has not been completed within 45
                             days after the date upon which the Registration
                             Statement is declared effective or (iv) the
                             Registration Statement or any Shelf Registration
                             Statement required under the Registration Rights
                             Agreement is filed and declared effective but shall
                             thereafter either be withdrawn by the Company or
                             shall become subject to an effective stop order
                             issued pursuant to Section 8(d) of the Securities
                             Act suspending the effectiveness of such
                             registration statement (except as specifically
                             permitted in the Registration Rights Agreement)
                             without being succeeded immediately by an
                             additional registration statement filed and
                             declared effective (each such event referred to in
                             clauses (i) through (iv), a "Registration Default"
                             and each period during which a Registration Default
                             has occurred and is continuing, a "Registration
                             Default Period"), then, as liquidated damages for
                             such Registration Default, special interest
                             ("Special Interest"), in addition to the base
                             interest that would otherwise accrue on the
                             Exchange Notes, shall accrue at a per annum rate of
                             0.25% for the first 90 days of the Registration
                             Default Period, at a per annum rate of 0.50% for
                             the second 90 days of the Registration Default
                             Period, at a per annum rate of 0.75% for the third
                             90 days of the Registration Default Period and at a
                             per annum rate of 1.0% thereafter for the remaining
                             portion of the Registration Default Period. See
                             "Description of the Exchange Notes -- Registration
                             Covenant; Exchange Offer."
    
 
     For additional information regarding the Exchange Notes, see "Certain
Federal Income Tax Consequences of an Investment in the Exchange Notes" and
"Description of the Exchange Notes."
 
                                        8
<PAGE>   10
 
                                  RISK FACTORS
 
     Holders of Notes should consider carefully all of the information set forth
in this Prospectus and, in particular, the information set forth under "Risk
Factors" before making any decision regarding tendering their Notes pursuant to
the Exchange Offer and receiving Exchange Notes.
 
                                        9
<PAGE>   11
 
                                  RISK FACTORS
 
     In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Exchange Notes offered by this Prospectus, including information under
"Disclosure Regarding Forward Looking Statements."
 
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE DEBT
 
   
     The Company has substantial indebtedness with significant debt service
requirements and is highly leveraged. At June 30, 1997, the Company's
consolidated debt was approximately $1,439.7 million. The degree to which the
Company is leveraged has important consequences to holders of the Exchange
Notes, including the following: (i) the ability of the Company to obtain
additional financing in the future, whether for working capital, capital
expenditures, acquisitions or other purposes, may be impaired, (ii) a
substantial portion of the Company's cash flow from operations is required to be
dedicated to the payment of principal and interest on its debt, thereby reducing
funds available to the Company for other purposes, (iii) the Company's
flexibility in planning for or reacting to changes in market conditions may be
limited, (iv) the Company may be more vulnerable in the event of a downturn in
its business, and (v) to the extent of the Company's outstanding debt under the
Senior Credit Facility at variable rates that have not been hedged, the Company
will be vulnerable to increases in interest rates. At June 30, 1997,
approximately $576.0 million in aggregate borrowings were outstanding under the
Senior Credit Facility. All borrowings under the Senior Credit Facility will
mature in 2003.
    
 
     The ability of the Company to meet its debt service obligations will depend
on the future operating performance and financial results of the Company, which
will be subject in part to factors beyond the control of the Company. Although
the Company believes that its cash flow will be adequate to meet its interest
payments, there can be no assurance that the Company will continue to generate
earnings in the future sufficient to cover its fixed charges. If the Company is
unable to generate earnings in the future sufficient to cover its fixed charges
and is unable to borrow sufficient funds under either the Senior Credit Facility
or from other sources, it may be required to refinance all or a portion of its
existing debt or to sell all or a portion of its assets. There can be no
assurance that a refinancing would be possible, nor can there be any assurance
as to the timing of any asset sales or the proceeds which the Company could
realize therefrom. In addition, the terms of certain of its debt restrict the
Company's ability to sell assets and the Company's use of the proceeds
therefrom.
 
     If for any reason, including a shortfall in anticipated operating results
or proceeds from asset sales, the Company were unable to meet its debt service
obligations, it would be in default under the terms of certain of its debt. In
the event of such a default, the holders of such debt could elect to declare all
of such debt immediately due and payable, including accrued and unpaid interest,
and to terminate their commitments with respect to funding obligations under
such debt. In addition, such holders could proceed against any collateral which,
in the case of certain debt, consists of the capital stock of the Company's
subsidiaries and substantially all of the assets of the Company. Any default
with respect to any of the Company's debt could result in a default under other
debt or result in the bankruptcy of the Company.
 
HOLDING COMPANY STRUCTURE; STRUCTURAL SUBORDINATION
 
     The Company holds all of its assets and conducts all of its operations
through its subsidiary, Allied Waste NA, and its subsidiaries. The Company thus
derives all of its operating income and cash flow from Allied Waste NA and must
rely upon distributions from Allied Waste NA to generate the funds necessary to
meet its obligations, including the payment of principal of and interest on the
Notes. Although the Indenture generally prohibits the Company from permitting
its Restricted Subsidiaries to allow restrictions on their ability to pay
dividends and other amounts to the Company, any such restrictions could
materially and adversely affect the ability of the Company to service and repay
its existing debt, including the Exchange Notes. Allied Waste NA is subject,
under the Senior Credit Facility and the Allied Waste NA Notes, to certain
restrictions on its ability to pay funds to the Company.
 
                                       10
<PAGE>   12
 
     The Exchange Notes will be effectively subordinated in right of payment to
all existing and future secured debt of the Company to the extent of the
collateral securing such debt.
 
   
     In addition, the Exchange Notes will be effectively subordinated to all
existing and future indebtedness and other liabilities, including trade
payables, of the Company's subsidiaries. As of June 30, 1997, the Exchange Notes
will be effectively subordinated to approximately $1,198.0 million of debt of
the Company's subsidiaries.
    
 
   
LIMITED OPERATING HISTORY IN REGARD TO ACQUIRED BUSINESSES
    
 
   
     The Company has a limited operating history with regard to a significant
portion of its operations. During 1996, the Company acquired 21 companies,
excluding the Laidlaw Acquired Businesses (as defined below), which collectively
comprised approximately $78.8 million or 31.9% of the Company's revenue in 1996.
In December 1996, the Company acquired substantially all of the non-hazardous
solid waste management businesses conducted by Laidlaw Inc. ("Laidlaw") in the
United States and Canada (the "Laidlaw Acquisition"). On a pro forma basis after
giving effect to the sale by the Company of all of the Canadian solid waste
business acquired in the Laidlaw Acquisition, the businesses acquired from
Laidlaw, (the "Laidlaw Acquired Businesses") generated revenues for the twelve
months ended November 30, 1996 of approximately $494.5 million. The revenues for
the year ended December 31, 1996 generated by the operations of the Company
excluding such Laidlaw Acquired Businesses were approximately $246.7 million.
    
 
   
     The Company expects to continue to acquire appropriate landfills,
collection operations and transfer stations in the future. The financial
position and results of operations of the Company will depend to a large extent
on the Company's ability to integrate acquired operations effectively and to
realize expected financial benefits and operational efficiencies. There can be
no assurance that the Company's efforts to integrate acquired operations will be
effective, or that expected financial benefits and operational efficiencies will
be realized. Failure to effectively integrate acquired operations could have an
adverse effect on the Company's future results of operations. As the Company
continues to pursue its acquisitions strategy in the future, its financial
position and results of operations may fluctuate significantly from period to
period.
    
 
   
CAPITAL REQUIREMENTS AND LIMITED WORKING CAPITAL
    
 
   
     The Company intends to fund its cash needs through cash flow from
operations and borrowings under the Senior Credit Facility and its equipment
lease facilities. Because of the capital intensive nature of the solid waste
industry, the Company may use amounts in excess of the cash generated from
operations to retire and service debt and fund acquisitions, landfill
development and capital expenditures. A substantial portion of the Company's
available cash will be required to be applied to service indebtedness, which is
expected to include approximately $203.6 million in annual principal and
interest payments. During 1997, the Company also expects to spend approximately
$153 million for capital, closure and post-closure and remediation expenditures
and has provided approximately $311 million in financial assurance obligations
related to its landfill operations. Amounts expended on capital expenditures and
financial assurance obligations will increase as a result of any acquisitions or
expansions of the Company's operations. As a result of these capital
requirements, the Company may periodically have low levels of working capital or
be required to finance working capital deficits.
    
 
   
     Further regulatory action by federal, state and local governments could
accelerate expenditures for closure and post-closure monitoring and obligate the
Company to spend sums in addition to those presently reserved for such purposes.
These factors, together with the other factors discussed above, could
substantially increase the Company's operating costs and impair the Company's
ability to invest in its facilities.
    
 
   
     The Company's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness depends on its future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyond its control. Based
upon the current level of operations and anticipated growth, management of the
Company believes that available cash flow, together with available borrowing
under the Senior Credit Facility and other sources of liquidity, will be
adequate to meet the Company's anticipated future requirements for working
capital, letters-of-credit, capital expenditures
    
 
                                       11
<PAGE>   13
 
   
and scheduled payments of principal of, and interest on debt incurred under the
Senior Credit Facility, and interest on the Allied Waste NA Notes. However, the
principal payments at maturity on the Allied Waste NA Notes may require
refinancing. There can be no assurance that the Company's business will generate
sufficient cash flow from operations or that future financings will be available
in an amount sufficient to enable the Company or Allied Waste NA to service its
indebtedness or to make necessary capital expenditures, or that any refinancing
would be available on commercially reasonable terms, or at all. Additionally,
depending on the timing, amount and structure of any future acquisitions and the
availability of funds under the Senior Credit Facility, the Company may need to
raise additional capital to fund the acquisition and integration of additional
solid waste businesses. There can be no assurance that the Company will be able
to secure such additional funding on favorable terms, if at all.
    
 
THE COMPANY'S STRATEGY; POTENTIAL DIFFICULTY IN OBTAINING SUITABLE LANDFILLS,
COLLECTION OPERATIONS, TRANSFER STATIONS AND PERMITS
 
     The Company's strategy depends on its ability to identify and acquire
appropriate landfills, collection operations and transfer stations. There can be
no assurance that the Company will be able to locate appropriate acquisition
candidates, that any identified candidates will be acquired or that acquired
operations will be integrated effectively or prove profitable. Completion of an
acquisition requires the expenditure of sizeable amounts of capital and the
competition among companies pursuing an acquisition strategy may increase
capital requirements. The Company could be forced to alter its strategy in the
future if such candidates become unavailable or too costly. In addition,
obtaining permits to operate non-hazardous waste landfills has become
increasingly difficult and expensive, often taking a number of years to obtain,
requiring numerous hearings and compliance with zoning, environmental and other
regulatory measures, and often being subject to resistance from citizen or other
groups. There can be no assurance that the Company will be successful in
obtaining the permits it requires, and an inability to receive such permits
could have an adverse effect on the Company's future results of operations. In
some areas, suitable land may be unavailable for new landfill sites. There can
be no assurance that the Company will be successful in obtaining new landfill
sites or expanding the permitted capacity of its current landfills once its
landfill capacity has been consumed. In such event, the Company could be forced
to dispose of collected waste at landfills operated by its competitors, which
could have an adverse effect on the Company's landfill revenues and collection
expenses.
 
COMPETITION FROM OTHER COMPANIES AND MUNICIPALITIES; LANDFILL ALTERNATIVES
 
     The non-hazardous solid waste industry is led by five large national waste
management companies, one of which is the Company, and includes numerous
regional and local companies, all of which contribute to the high level of
competition that characterizes the industry. Some of these companies have
considerably greater financial and operational resources than the Company. In
addition, cities and counties that operate their own waste collection and
disposal facilities often enjoy the benefits of tax-exempt financing and may
control the disposal of waste collected within their jurisdictions.
 
     Alternatives to landfill disposal, such as recycling and composting, are
increasingly being used, and incineration continues to be utilized in some
markets in which the Company operates. There has also been an increasing trend
at the state and local levels to mandate waste reduction at the source and to
prohibit the disposal of certain types of wastes, such as yard wastes, at
landfills. This trend may result in a reduction in the volume of waste going to
landfills in certain areas, which may affect the Company's ability to operate
its landfills at their full capacity and/or affect the prices that can be
charged for landfill disposal services. In addition, most of the states in which
the Company operates landfills have adopted plans or requirements that set goals
for specified percentages of certain solid waste items to be recycled. These
recycling goals will be phased in over the next few years.
 
LACK OF PUBLIC MARKET FOR THE EXCHANGE NOTES; RESTRICTIONS ON RESALE
 
     There is no existing trading market for the Exchange Notes, and there can
be no assurance regarding the future development of a market for the Exchange
Notes, or the ability of the holders of the Exchange Notes to sell their
Exchange Notes, or the price at which such holders may be able to sell their
Exchange Notes. If
 
                                       12
<PAGE>   14
 
   
such a market were to develop, the Exchange Notes could trade at prices that may
be higher or lower than the initial offering price of the Notes depending on
many factors, including prevailing interest rates, the Company's operating
results and the market for similar securities. Each of Goldman, Sachs & Co.,
Merrill Lynch & Co. and Credit Suisse First Boston (the "Initial Purchasers")
has advised the Company that it intends to make a market in the Exchange Notes.
The Initial Purchasers are not obligated to do so, however, and any market
making with respect to the Exchange Notes may be discontinued at any time
without notice. Therefore, there can be no assurance as to the liquidity of any
trading market for the Exchange Notes or that an active trading market for the
Exchange Notes will develop. The Company does not intend to apply for listing or
quotation of the Exchange Notes on any securities exchange or stock market.
    
 
     Historically, the market for non-investment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of such
securities. There can be no assurance that the market for the Exchange Notes
will not be subject to similar disruptions. Any such disruptions may have an
adverse effect on holders of the Exchange Notes.
 
POTENTIAL INABILITY TO EFFECT CHANGE OF CONTROL REPURCHASES
 
   
     The Indenture requires the Company, in the event of a Change of Control, to
make an offer to purchase all outstanding Exchange Notes at a price equal to (i)
in the case of any such purchase prior to June 1, 2002, 101% of their Accreted
Value as of the Purchase Date and (ii) in the case of any such purchase on or
after June 1, 2002, 101% of their principal amount, in each case, plus accrued
interest to the date of repurchase. The Senior Credit Facility restricts such a
purchase and such an offer would require the approval of the lenders thereunder.
Accordingly, the right of the holders of the Exchange Notes to require the
Company to repurchase the Exchange Notes may be of limited value if the Company
cannot obtain the required approval under the Senior Credit Facility. In
addition, the indenture relating to the Allied Waste NA Notes requires Allied
Waste NA to repurchase the Allied Waste NA Notes upon a Change of Control and
Allied Waste NA will be unable to make distributions to the Company prior to
repurchasing the Allied Waste NA Notes upon a Change of Control. There can be no
assurance that the Company will have the financial resources necessary to
purchase the Exchange Notes upon a Change of Control. Failure to offer to
repurchase the Exchange Notes under such circumstances, however, would
constitute an event of default under the Indenture. See "Description of the
Exchange Notes -- Repurchase at Option of the Holders -- Change of Control."
    
 
RESTRICTIONS IMPOSED BY THE SENIOR CREDIT FACILITY AND THE ALLIED WASTE NA NOTES
 
     The Senior Credit Facility and the indenture relating to the Allied Waste
NA Notes contain a number of significant covenants that, among other things,
will restrict the ability of the Company and its subsidiaries to dispose of
assets, incur additional indebtedness, incur liens on property or assets, repay
other indebtedness, pay dividends, enter into certain investments or
transactions, repurchase or redeem capital stock, engage in mergers or
consolidations, or engage in certain transactions with subsidiaries and
affiliates and otherwise restrict corporate activities. There can be no
assurance that such restrictions will not adversely affect the Company's ability
to finance its future operations or capital needs or engage in other business
activities that may be in the interest of the Company. In addition, the Senior
Credit Facility also requires the Company to maintain compliance with certain
financial ratios. The ability of the Company to comply with such ratios may be
affected by events beyond the Company's control. A breach of any of these
covenants or the inability of the Company to comply with the required financial
ratios could result in a default under the Senior Credit Facility or the
indenture relating to the Allied Waste NA Notes. In the event of any such
default under the Senior Credit Facility, the lenders under the Senior Credit
Facility could elect to declare all borrowings outstanding under the Senior
Credit Facility, together with accrued interest and other fees, to be due and
payable, to require the Company to apply all of its available cash to repay such
borrowings or to prevent the Company from making debt service payments on the
Exchange Notes. If the Company were unable to repay any such borrowings when
due, the lenders could proceed against their collateral, in the event of a
default under the indenture relating to the Allied Waste NA Notes, the holders
of the Allied Waste NA Notes could elect to declare the Allied Waste NA Notes to
be due and payable. If the indebtedness under the Senior Credit Facility, the
Allied Waste NA Notes or the Exchange Notes were to be accelerated, it is
unlikely that the
 
                                       13
<PAGE>   15
 
assets of the Company would be sufficient to repay the Exchange Notes. See
"Description of the Exchange Notes" and "Description of Certain Indebtedness."
 
ORIGINAL ISSUE DISCOUNT; POSSIBLE UNFAVORABLE TAX AND OTHER LEGAL CONSEQUENCES
FOR HOLDERS OF EXCHANGE NOTES AND THE COMPANY
 
     The Exchange Notes will be issued at a substantial discount from the stated
principal amount thereof. Consequently, purchasers of the Exchange Notes should
be aware that, although cash interest (other than Special Interest, if any) will
not accrue on the Exchange Notes prior to June 1, 2002, and there will be no
periodic payments of cash interest on the Exchange Notes prior to December 1,
2002, original issue discount (that is, the difference between the stated
redemption price at maturity and the issue price of the Exchange Notes) will
accrue from the original issue date of the Notes and will be includable as
interest income periodically (including for periods ending prior to June 1,
2002) in a holder's gross income for U.S. federal income tax purposes in advance
of receipt of the cash payments to which the income is attributable. Similar
results may apply under state and other tax laws.
 
     If a bankruptcy case is commenced by or against the Company under the U.S.
Bankruptcy Code after the issuance of the Exchange Notes, the claim of a holder
of Exchange Notes with respect to the principal amount thereof may be limited to
an amount equal to the sum of (i) the initial offering price and (ii) that
portion of the original issue discount that is not deemed to constitute
"unmatured interest" for purposes of the U.S. Bankruptcy Code. Any original
issue discount that was not amortized as of any such bankruptcy filing would
constitute "unmatured interest."
 
   
     See "Certain Federal Income Tax Consequences of an Investment in the
Exchange Notes" for a more detailed discussion of the federal income tax
consequences to the holders regarding the purchase, ownership and disposition of
the Exchange Notes.
    
 
RELIANCE ON MANAGEMENT
 
   
     The Company will rely significantly on the services of its senior
management team. The Company could be adversely affected if any member of the
senior management team were unwilling or unable to continue in the Company's
employ. There can be no assurance that the Company will be successful in
locating, hiring or retaining qualified personnel.
    
 
IMPACT OF ADVERSE WEATHER CONDITIONS
 
     The collection and landfill operations of the Company could be adversely
affected by protracted periods of inclement weather which delay the development
of landfill capacity, the transfer of waste or reduce the volume of waste
generated. There can be no assurance that protracted periods of inclement
weather will not have a material adverse effect on the Company's future results
of operations.
 
COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS; RISK OF FUTURE LITIGATION
 
     The scope and stringency of laws and regulations designed to protect the
environment have increased dramatically. Compliance with the evolving and
expanding regulatory requirements, including the adoption in October 1991 of
Subtitle D regulations ("Subtitle D") pursuant to the Resource Conservation and
Recovery Act of 1976, as amended ("RCRA"), has been and will continue to be
costly. Rigorous regulatory standards require waste management companies to
enhance or replace equipment and to modify landfill operations or, in some
cases, to close landfills. There can be no assurance that the Company will be
able to implement price increases sufficient to offset the cost of complying
with these standards. In addition, environmental regulatory changes could
accelerate expenditures for closure and post-closure monitoring at solid waste
facilities and obligate the Company to spend sums in addition to those presently
reserved for such purposes. These factors could increase substantially the
Company's operating costs as well as the possibility of the impairment of the
Company's investment in its facilities.
 
                                       14
<PAGE>   16
 
     In addition to the costs of complying with environmental regulations, the
Company will continue to be involved in legal proceedings in the ordinary course
of business. Government agencies may seek to impose fines on the Company for
alleged failure to comply with laws and regulations or to revoke or to deny the
renewal of, the Company's permits and licenses. In addition, governmental
agencies, as well as surrounding landowners, may assert claims against the
Company alleging environmental damage or violations of permits and licenses
pursuant to which the Company operates. Citizens' groups have become
increasingly active in challenging the grant or renewal of permits and licenses,
and responding to such challenges has further increased the costs associated
with permitting new facilities or expanding current facilities. A significant
judgment against the Company, the loss of a significant permit or license or the
imposition of a significant fine could have a material adverse effect on the
Company's financial condition.
 
     Certain of the Company's waste disposal operations traverse state
boundaries. Such operations could be adversely affected if the federal
government or a state in which a landfill is located limits or prohibits,
imposes discriminatory fees on, or otherwise seeks to discourage disposal,
within state boundaries, of waste collected outside of the state.
 
     As a condition to the Laidlaw Acquisition, Allied engaged Emcon
Environmental Services, Inc. ("Emcon"), an independent environmental consultant,
to conduct environmental assessments of the subsidiaries acquired in the Laidlaw
Acquisition (the "LSW Subsidiaries"). In its report (the "Emcon Report"), Emcon
identified several contaminated landfills and other locations, including
landfills and other locations owned by the LSW Subsidiaries, that could pose
significant sources of liability to the LSW Subsidiaries. The costs of
performing the investigation, design, remediation and allocation of
responsibility to the subsidiaries of the Company vary significantly between
sites. Based on the information currently available, the Company recorded a
provision of $51.5 million for environmental matters, including closure and
post-closure costs, in the 1996 statement of operations and expects these
amounts to be disbursed over the next 30 years. The actual liability at these
sites cannot currently be determined due to a number of uncertainties including
the extent of the contamination, the appropriate remedy, the financial viability
of other potentially responsible parties and the ultimate apportionment of
responsibility among such potentially responsible parties.
 
   
     The representations made by the Laidlaw sellers in the Stock Purchase
Agreement, dated September 17, 1996, among the Company, Allied Waste NA and
Laidlaw, among others, relating to the Laidlaw Acquisition (the "Laidlaw
Acquisition Agreement") with respect to environmental matters (i) terminated on
the closing of the Laidlaw Acquisition as to all matters disclosed in writing to
the Company at least five business days prior to the closing or disclosed with
specificity in the Emcon Report and (ii) terminate on the third anniversary of
the closing of the Laidlaw Acquisition as to all matters other than those
described in clause (i) and which are known to Laidlaw on the closing date. The
Laidlaw Acquisition Agreement further provided that Laidlaw's indemnification
obligations with respect to environmental matters would be limited to the amount
by which the aggregate of all such damages exceed a $1 million basket, without
giving effect to any materiality qualifications. At the closing of the Laidlaw
Acquisition, the Company and Laidlaw entered into a Special Environmental
Indemnity, which provided that the indemnity in respect of properties located at
Etobicoke, Ontario, Delafield, Wisconsin and Gary Lagoons, Indiana would not be
subject to the three-year limitation or any basket. In connection with the
Laidlaw Repurchase (as defined herein), the Company has agreed that the
indemnity for damages arising out of the Etobicoke, Ontario and Delafield,
Wisconsin sites will be limited to a three-year period from the closing of the
Laidlaw Acquisition and to an amount in excess of a $25 million basket with such
$25 million basket to be reduced by any damages to which the $1 million basket
in the Laidlaw Acquisition Agreement applies.
    
 
POTENTIAL UNINSURED OR UNDERINSURED ENVIRONMENTAL LIABILITIES
 
   
     As is typically the case in the solid waste industry, Allied is able to
obtain only very limited environmental impairment insurance regarding its
landfills. An uninsured or underinsured claim of sufficient magnitude would
require Allied to fund such claim from cash flow generated by operations or
borrowings under the Amended Bank Agreement or other sources of liquidity. There
can be no assurance that Allied would be able to fund any such claim from
operations, the Amended Bank Agreement or elsewhere.
    
 
                                       15
<PAGE>   17
 
HAZARDOUS SUBSTANCES LIABILITY
 
   
     The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), has been interpreted to impose joint and several
liability on current and former owners or operators of facilities at which there
has been a release or a threatened release of a "hazardous substance" and on
persons who generate, transport or arrange for the disposal of such substances
at the facility. Hundreds of substances are defined as "hazardous" under CERCLA
and their presence, even in minute amounts, can result in substantial liability.
The statute provides for the remediation of contaminated facilities and imposes
costs on the responsible parties. The expense of conducting such a cleanup can
be significant. Notwithstanding its efforts to comply with applicable
regulations and to avoid transporting and receiving hazardous substances, such
substances may be present in waste collected by the Company or disposed of in
its landfills, or in waste collected, transported or disposed of in the past by
acquired companies. Cleanup liability may arise under various state laws similar
to CERCLA. As used in this Prospectus, "non-hazardous waste" means substances,
including asbestos, that are not defined as hazardous wastes under federal
regulations.
    
 
POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS
 
     In connection with any acquisition of business or assets by the Company,
there may be liabilities that the Company fails or is unable to discover,
including liabilities arising from non-compliance with environmental laws by
prior owners, and for which the Company, as a successor owner, may be
responsible.
 
LAIDLAW TAX INDEMNIFICATION
 
   
     Laidlaw has disclosed to the Company the existence of a tax controversy
(the "Tax Controversy") in the amount of more than $385 million with the United
States Internal Revenue Service (the "IRS") involving the consolidated U.S.
federal income tax liability for the fiscal years 1986 through 1991 of the
members of an affiliated group of corporations (the "LTI U.S. Consolidated Tax
Group") within the meaning of Section 1504(c) of the Internal Revenue Code
("IRC"), of which Laidlaw Transportation, Inc. ("LTI") is the common parent
corporation (which includes LTI, those Laidlaw Acquired Businesses which are
incorporated in the U.S. (the "LSW U.S. Subsidiaries"), and other U.S.
subsidiaries of LTI which were not acquired in the Laidlaw Acquisition). The LTI
U.S. Consolidated Tax Group has also received notice that fiscal years 1992,
1993 and 1994 will be examined regarding this issue. Under Treasury Regulations
promulgated under Section 1502 of the IRC, each member of the LTI U.S.
Consolidated Tax Group including each LSW U.S. Subsidiary, is or could be
severally liable for United States federal income tax liabilities of the entire
LTI U.S. Consolidated Tax Group, including all amounts at issue in the Tax
Controversy which are ultimately determined to be owed.
    
 
   
     The Company has obtained an indemnity from Laidlaw and certain of its
subsidiaries (the "Laidlaw Group") which covers the amounts at issue in the Tax
Controversy for which any LSW U.S. Subsidiary may ultimately be found liable.
The obligation of the Laidlaw Group to indemnify the Company in respect of
amounts at issue in the Tax Controversy is a general, unsecured obligation of
the Laidlaw Group. The ability of the Laidlaw Group to pay and fulfill such
indemnification obligation will depend on the financial condition of the Laidlaw
Group at the time of any required performance of such obligation, as to which
the Company has no assurance.
    
 
                DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
 
     This Prospectus contains certain statements that are "Forward Looking
Statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Those statements include, among other things, the
discussions of the Company's business strategy and expectations concerning
market position, future operations, margins, profitability, liquidity and
capital resources, as well as statements concerning the integration of the
operations of businesses and assets that have been acquired by the Company and
the achievement of financial benefits and operational efficiencies in connection
therewith. Although the Company believes that the expectations reflected in such
Forward Looking Statements are reasonable, they can give no assurance that such
expectations will prove to be correct. Generally, these statements relate to
business plans
 
                                       16
<PAGE>   18
 
or strategies, projected or anticipated benefits or other consequences of such
plans or strategies, number of acquisitions and projected or anticipated
benefits from acquisitions made by or to be made by the Company, or projections
involving anticipated revenues, expenses, earnings, levels of capital
expenditures or other aspects of operating results and financial conditions. All
phases of the operations of the Company are subject to a number of
uncertainties, risks and other influences, many of which are outside the control
of the Company and any one of which, or a combination of which, could materially
affect the results of the Company's operations and whether the Forward Looking
Statements made by the Company ultimately prove to be accurate. Important
factors that could cause actual results to differ materially from the Company's
expectations are disclosed in this section and in "Risk Factors," and any
prospective investor in the Exchange Notes should give careful consideration to
such factors.
 
                                  THE COMPANY
 
   
     The Company is the fifth largest non-hazardous solid waste management
company in the United States, as measured by revenues. The Company serves 1.4
million customers through operations in 21 states located primarily in the
Midwest, Northeast, Southeast and Southwest United States. As of November 1,
1997, the Company provided its services through a network of 83 collection
companies, 41 transfer stations, 59 landfills and 23 recycling facilities. The
Company had revenues of $246.7 million for the year ended December 31, 1996 and
$119.0 million and $395.2 million for the six months ended June 30, 1996 and
1997, respectively. The substantial increase in revenues in the first half of
1997 compared to the same period in 1996 is primarily attributable to the
Acquired Businesses.
    
 
   
     The Company was incorporated under the laws of the State of Delaware in
July 1989. The principal executive offices of the Company are located at 15880
North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona, 85260 and its
telephone number is (602) 423-2946.
    
 
RECENT TRANSACTIONS
 
     On December 30, 1996, the Company completed the Laidlaw Acquisition for
consideration comprised of $1.2 billion cash (the "Cash Consideration"), 14.6
million shares (the "Laidlaw Shares") of Allied's common stock (the "Common
Stock"), a warrant to acquire 20.4 million shares of Allied common stock (the
"Laidlaw Warrant"), and two junior subordinated debentures, with an aggregate
face amount of $318.3 million (the "Allied Canada Debentures") issued by Allied
Waste Holdings (Canada), Ltd., a Canadian corporation and a wholly-owned
subsidiary of the Company. Immediately after the closing of the Laidlaw
Acquisition, Laidlaw exchanged the Allied Canada Debentures for identical
debentures (the "Allied Finance Debentures" and, collectively with the Allied
Canada Debentures, the "Allied Debentures") issued by Allied Waste Finance
(Canada), Ltd., a Canadian corporation and a wholly-owned subsidiary of Allied
("Allied Finance"). The cash consideration was financed from the proceeds of the
1996 Senior Credit Facility (as defined herein) and the sale of the Allied Waste
NA Notes.
 
     On March 16, 1997, the Company completed the Canadian Sale for
approximately $518 million in cash. The Company acquired the Canadian operations
in the Laidlaw Acquisition in December 1996. Under the terms of the Canadian
Sale, USA Waste acquired 41 collection companies, eight transfer stations, ten
recycling facilities and seven landfills in Canada. The Company used the
proceeds from the Canadian Sale to pay down approximately $517 million in debt
under the 1996 Senior Credit Facility. Unless otherwise indicated, all
references to the Company and its operations contained herein give effect to the
Laidlaw Acquisition and the Canadian Sale.
 
     On May 15, 1997, Allied repurchased ("Laidlaw Repurchase") the Allied
Finance Debentures and the Laidlaw Warrant from Laidlaw and Laidlaw
Transportation, Inc. ("Laidlaw Transportation") for cash consideration of $230
million. Contemporaneously with the Laidlaw Repurchase, certain private
securities investment funds affiliated with either Apollo Advisors II, L.P. or
The Blackstone Group (collectively, the "Apollo/Blackstone Investors") acquired
the Laidlaw Shares from Laidlaw Transportation and also acquired approximately
11.8 million shares of Common Stock from TPG Partners, L.P. and TPG Parallel I,
L.P. Pursuant to the terms of the Shareholders Agreement dated May 15, 1997
between Allied and the
 
                                       17
<PAGE>   19
 
Apollo/Blackstone Investors (the "Shareholders Agreement"), the
Apollo/Blackstone Investors currently have the right to designate four members
of the Board of Directors of Allied, subject to reduction upon the occurrence of
certain circumstances. The Shareholders Agreement also grants the
Apollo/Blackstone Investors certain registration rights regarding the shares of
Common Stock owned by the Apollo/Blackstone Investors and restricts the
Apollo/Blackstone Investors from engaging in certain activities or transactions
which could result in a change in control of Allied. In connection with the
Laidlaw Repurchase, Allied issued the Notes. The net proceeds of the Note
Offering were used to pay the cash consideration of the Laidlaw Repurchase.
 
   
     On June 12, 1997, the Company completed a series of transactions with USA
Waste (the "USA Waste Transactions") pursuant to which the Company acquired
eight landfills, three collection operations, five transfer stations and one
recycling facility with an annual aggregate revenue of $68.1 million for
consideration of $87.5 million. Also pursuant to the USA Waste Transactions, the
Company sold to USA Waste one landfill, two collection operations and one
recycling facility with an aggregate of approximately $34.5 million in annual
revenue for which it received consideration of approximately $61.3 million.
    
 
   
     From January 1, 1997 through November 1, 1997, the Company has completed
the acquisition of 25 solid waste businesses, not including the assets acquired
in the USA Waste Transactions, representing approximately $180.1 million in
annual revenue. The acquired businesses, which include seven landfills (one of
which is under development), 23 collection operations, seven transfer stations
and three recycling facilities, are located in ten separate markets and will be
integrated into existing operations. Total consideration of approximately $391.9
million (including $10 million for the landfill under development), comprised of
cash, notes and Common Stock, was paid in these transactions.
    
 
   
     On September 30, 1997, the Company completed a public offering of
18,630,000 shares of Common Stock at $18.50 per share (the "1997 Equity
Offering"). The Company used $274 million of the approximate $327 million net
proceeds from the 1997 Equity Offering to pay down debt outstanding under the
1997 Senior Credit Facility with the remainder of the proceeds being used for
acquisitions and general corporate purposes.
    
 
   
     On October 1, 1997 the Company entered into an Amended and Restated Credit
Agreement (the "Senior Credit Facility") with Goldman Sachs Credit Partners,
L.P., as syndication agent, Credit Suisse First Boston ("Credit Suisse"), as
administrative agent, and Citibank, N.A., as documentation agent. See
"Description of Certain Indebtedness -- Senior Credit Facility."
    
 
INDUSTRY TRENDS
 
   
     Based on data available from the Environmental Protection Agency (the
"EPA") and industry trade journals, the Company estimates that the 1996 revenues
of the non-hazardous solid waste industry were approximately $35 billion. The
non-hazardous solid waste industry is highly fragmented. Approximately 36%, 33%
and 31% of the revenue is generated by publicly traded companies, municipalities
and privately held companies, respectively. The five largest publicly traded
companies represent substantially all of the publicly traded company revenues.
    
 
   
     The Company believes that several factors will lead to continuing
acquisitions and consolidation in the industry. Rising costs, regulatory
complexities and increased capital expenditures will create opportunities for
large integrated public companies that can obtain financing in the capital
markets. The following factors are contributing to consolidation and acquisition
opportunities:
    
 
   
          (1) Subtitle D and similar state regulations have significantly
     increased the amount of capital, technical expertise, operating costs and
     financial assurance obligations required to own and operate a landfill. As
     a result, many landfill operators that lack the necessary capital or
     expertise are electing to sell their landfills as an alternative to closing
     them. Industry data show that, in recent years, the number of landfills in
     the United States has been decreasing. In 1988 there were approximately
     7,500 landfills; by 1991, the number had dropped to 5,700; and in 1995
     there were less than 2,900 landfills.
    
 
   
          (2) As an alternative to funding the changes required by Subtitle D,
     many municipalities are electing to privatize their municipal solid waste
     operations. A survey cited in a 1996 industry trade
    
 
                                       18
<PAGE>   20
 
   
     journal, Waste Age, indicates that of the 1,600 municipalities surveyed,
     which together represent 80% of the United States population, 11%, 35%, 27%
     and 22% are considering privatization of solid waste collection services,
     material recovery facilities, landfill operations and transfer stations,
     respectively.
    
 
   
          (3) As a result of heightened sensitivity to environmental conditions
     in many communities, it is becoming increasingly desirable for solid waste
     management companies to provide waste recycling programs in addition to
     conventional collection and disposal services.
    
 
   
     These developments, as well as more stringent financial assurance
requirements being imposed on solid waste management companies by various
municipalities, have increased the amount of capital generally required for
solid waste management operations, causing smaller companies that lack the
requisite capital to sell their operations to better-capitalized companies.
    
 
BUSINESS STRATEGY
 
   
     The major components of the Company's business strategy consist of: (1)
operating vertically integrated non-hazardous solid waste service businesses
with a high rate of waste internalization; (2) managing these businesses locally
with a strong focus on operations; (3) maintaining a high rate of growth through
acquisitions and internal growth in existing and selected new markets; and (4)
maintaining the financial capacity, management capabilities and administrative
systems and controls to support on-going operations and future growth.
    
 
   
          Vertical Integration and Internalization.  The vertical integration
     business model is the key element of Allied's operating philosophy and
     growth strategy. The fundamental objective of the vertical integration
     business model is to control the waste stream from the point of collection
     through disposal and to achieve a high rate of waste internalization.
     Allied seeks to build, through acquisitions and other market development
     initiatives, market specific, vertically integrated operations typically
     consisting of one or more collection companies, transfer stations,
     processing centers and landfills. Within its markets, Allied seeks to
     strengthen its competitive position and improve its financial returns by
     acquiring additional operating assets, typically through "tuck-in"
     collection company acquisitions. Allied believes that it can realize
     competitive advantages and strong future growth of continuously
     implementing this strategy across existing and new markets in the United
     States. Allied's internalization rate, as measured by collection volumes,
     was approximately 57% for the first half of 1997.
    
 
   
          Focus on Operations.  Allied's operations-oriented business strategy
     is characterized by decentralized operations and local management with
     significant experience in operating and growing solid waste businesses.
     Allied only recruits operating managers with extensive industry experience,
     usually with significant experience in their geographic markets. Allied's
     senior executive management, senior operating management and regional vice
     presidents currently average approximately 17, 21 and 24 years of industry
     experience, respectively. By continuing to hire and retain experienced,
     local market-oriented managers Allied believes that it will be well
     positioned to react to changes in its markets and will be able to
     capitalize on growth opportunities in existing and new markets.
    
 
   
          Maintaining High Rate of Growth.  Allied seeks to capitalize on the
     on-going consolidation of the approximately $35 billion solid waste
     industry in the United States. Allied intends to grow primarily by
     acquiring privately-owned solid waste companies and through internal
     growth. Allied also intends to take selective advantage of opportunities
     when government entities privatize the operation of all or part of their
     solid waste systems. In addition, Allied seeks to achieve broad geographic
     and business mix diversification in its operations and market development
     activities. Allied's revenue mix for the first six months of 1997 was
     approximately 58% collection, 24% disposal, 8% transfer, 4% recycling and
     6% other.
    
 
   
          Maintaining Capacity for Future Growth.  Allied implements its
     business strategy by maintaining effective internal controls, experienced
     management and sufficient financial capacity. While Allied expects internal
     cash flows to fund most of its working capital and capital expenditure
     requirements, Allied intends to access the public and private capital
     markets, as appropriate, to fund its continuing growth and market
     development activities.
    
 
                                       19
<PAGE>   21
 
   
ORGANIZATION, MARKETING AND SALES
    
 
   
     The Company's operations are organized into six regions comprised of
Central States, Great Lakes, Midwest, Northeast, Southeast and West. Each region
is organized into several operating districts and each district is comprised of
specific site operations. In determining these regions and districts, the
Company utilizes its vertical integration strategy to optimize operating
efficiencies within each region. Each of its regions and substantially all of
its districts include collection, transfer, processing and disposal services,
which facilitates efficient and cost effective waste handling and allows the
districts to maximize the internalization of waste. In determining the
boundaries of regions and districts, consideration is also given to the
aggregate revenues generated in each region and district and the growth and
expansion plans in each geographic area.
    
 
   
     Each region is managed by a regional vice president, who is supported by a
small staff which includes a regional controller. All regional vice presidents
and most regional controllers have significant industry experience (in the case
of regional vice presidents, averaging 24 years of experience). Most regional
offices are located in a district office in order to reduce overhead costs and
to promote a close working relationship between the regional management and
field operations personnel. In addition, Allied generally makes it a practice to
fill management positions from within the organization.
    
 
   
     The responsibilities of Allied's field management also follow the vertical
integration model. All regional managers and generally most district managers
have responsibility for all phases of the waste handling process including
collection, transfer, processing and disposal. Regional management also has
responsibility for growing regional revenues through both acquisition and
internal growth initiatives. Allied believes that this approach promotes the
most efficient handling of waste, including increased internalization, and
results in reduced costs and increased profits. In addition to base salary,
regional and district management are compensated through a bonus program and
stock option plan. The compensation payable to each manager pursuant to the
bonus and stock option plans is largely based upon the operating profit in such
manager's geographic area of responsibility.
    
 
   
     Each of Allied's districts has a staff responsible for sales and marketing.
Allied's policy is to periodically visit each commercial account to ensure
customer satisfaction and to sell additional services. In addition to calling on
existing customers, each salesperson calls upon potential customers within a
defined area in each market.
    
 
   
     In addition to its sales efforts directed at commercial and industrial
customers, Allied has a municipal marketing coordinator in most service areas.
The municipal marketing coordinators are responsible for interfacing with each
municipality or community to which Allied provides residential service to ensure
customer satisfaction. In addition, the municipal coordinators organize and
handle bids for renewal and new municipal contracts in their service area.
    
 
COMPETITION
 
   
     The non-hazardous solid waste collection and disposal industry is highly
competitive. The industry is comprised of four national waste companies in
addition to the Company: Waste Management, Inc.; Browning-Ferris Industries,
Inc. ("BFI"); Republic Industries, Inc.; and USA Waste Services, Inc. ("USA
Waste"); and local and regional companies of varying sizes and competitive
resources such as Superior Services, Inc. Allied also competes with those
counties and municipalities that maintain their own waste collection or disposal
operations. These counties and municipalities may have financial advantages
through their access to tax revenues and tax-exempt financing and their ability
to mandate the disposal of waste collected within the jurisdiction at a
municipal landfill. Allied may also experience competition from companies using
alternative methods of managing solid waste streams, such as incineration.
    
 
   
     The solid waste collection and disposal industry is currently undergoing
significant consolidation, and Allied encounters competition in its efforts to
acquire landfills and collection operations. Accordingly, it may become
uneconomical for Allied to make further acquisitions or Allied may be unable to
locate or acquire suitable acquisition candidates at price levels and on terms
and conditions that Allied considers appropriate, particularly in markets Allied
does not already serve.
    
 
                                       20
<PAGE>   22
 
ENVIRONMENTAL AND OTHER REGULATIONS
 
     The Company is subject to extensive and evolving environmental laws and
regulations. These regulations are administered by the EPA and various other
federal, state and local environmental, zoning, health and safety agencies, many
of which periodically examine the Company's operations to monitor compliance
with such laws and regulations. The Company believes that there will be
increased regulation and legislation related to the waste management industry
and the Company attempts to anticipate such future regulatory requirements to
ensure compliance.
 
     The Company's operation of landfills subjects it to certain operational,
monitoring, site maintenance, closure, post-closure and other obligations which
could give rise to increased costs for monitoring and corrective measures. In
connection with the Company's acquisition of existing landfills, it is often
necessary to expend considerable time, effort and money to obtain permits
required to increase the capacity of these landfills. Governmental authorities
have the power to enforce compliance with these regulations and to obtain
injunctions or impose civil or criminal penalties in case of violations. The
Company cannot predict whether or
 
                                       21
<PAGE>   23
 
not it will be able to obtain the governmental approvals necessary to establish
new or expand existing landfills and, if it does, whether or not it will be
economically beneficial to do so.
 
     The Company's operations are subject to extensive regulation, principally
under the following federal statutes:
 
     The Resource Conservation and Recovery Act of 1976, as amended.  RCRA
regulates the handling, transportation and disposal of hazardous and
non-hazardous wastes and delegates authority to states to develop programs to
ensure the safe disposal of solid wastes. On October 9, 1991, the EPA
promulgated Solid Waste Disposal Facility Criteria for non-hazardous solid waste
landfills under Subtitle D. Subtitle D includes location standards, facility
design and operating criteria, closure and post-closure requirements, financial
assurance standards and groundwater monitoring as well as corrective action
standards, many of which had not commonly been in place or enforced previously
at landfills. Subtitle D applies to all solid waste landfill cells that received
waste after October 9, 1991, and, with limited exceptions, all landfills were
required to meet these requirements by October 9, 1993. Landfills that were not
in compliance with the requirements of Subtitle D on the applicable date of
implementation were required to close. In addition, landfills that stopped
receiving waste before October 9, 1993 were not required to comply with the
final cover provisions of Subtitle D. Each state must comply with Subtitle D and
was required to submit a permit program designed to implement Subtitle D to the
EPA for approval by April 9, 1993. States may impose requirements for landfill
units that are more stringent than the requirements of Subtitle D. Once a state
has an approved program, it must review all existing landfill permits to ensure
that they comply with Subtitle D.
 
     The Federal Water Pollution Control Act of 1972, as amended (the "Clean
Water Act").  This act establishes rules regulating the discharge of pollutants
into streams and other waters of the United States (as defined in the Clean
Water Act) from a variety of sources, including solid waste disposal sites. If
runoff from the Company's landfills or transfer stations may be discharged into
surface waters, the Clean Water Act requires the Company to apply for and obtain
discharge permits, conduct sampling and monitoring and, under certain
circumstances, reduce the quantity of pollutants in those discharges. The permit
program has been expanded to include stormwater discharges from landfills that
receive, or in the past received, industrial waste. In addition, if development
may alter or affect "wetlands," a permit may have to be obtained and certain
mitigation measures may need to be undertaken before such development may be
commenced. This requirement is likely to affect the construction or expansion of
many solid waste disposal sites, including some owned or being developed by the
Company. The Clean Water Act provides civil, criminal and administrative
penalties for violations of its provisions.
 
     The Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended. CERCLA addresses problems created by the release or threatened
release of hazardous substances into the environment. CERCLA's primary mechanism
for remediating such problems is to impose strict, joint and several liability
for cleanup of disposal sites on current owners and operators of the site,
former site owners and operators at the time of disposal, and waste generators
and parties who arranged for disposal at the facility. The costs of a CERCLA
cleanup can be substantial. Liability under CERCLA is not dependent on the
existence or disposal of "hazardous wastes" (as defined under RCRA), but can
also be founded on the existence of even minute amounts of the more than 700
"hazardous substances" listed by the EPA.
 
     The Clean Air Act of 1970, as amended (the "Clean Air Act").  The Clean Air
Act provides for increased federal, state and local regulation of the emission
of air pollutants. The EPA has construed the Clean Air Act to apply to
landfills. In March 1996, the EPA adopted New Source Performance Standard and
Emission Guidelines (the "Emission Guidelines") for municipal solid waste
landfills. The Emission Guidelines impose limits on air emissions from solid
waste landfills. The Emission Guidelines propose two sets of emissions
standards, one of which is applicable to all solid waste landfills that commence
construction, reconstruction or modification after May 30, 1991 and another
which is applicable to all solid waste landfills that received waste or had the
capacity to receive waste after November 8, 1987. The Emission Guidelines may be
implemented by the states. These guidelines, combined with the new permitting
programs established under the recent Clean Air Act amendments, will likely
subject solid waste landfills to significant new permitting requirements and, in
some instances, require installation of methane gas recovery systems.
 
                                       22
<PAGE>   24
 
     The Occupational Safety and Health Act of 1970, as amended ("OSHA").  OSHA
establishes certain employer responsibilities, including maintenance of a
workplace free of recognized hazards likely to cause death or serious injury,
compliance with standards promulgated by the Occupational Safety and Health
Administration, and various recordkeeping, disclosure and procedural
requirements. Various standards, including standards for notices of hazards,
safety in excavation and demolition work, and the handling of asbestos, may
apply to the Company's operations.
 
     Future Federal Legislation.  In the future, the Company's collection,
transfer and landfill operations may also be affected by legislation that may be
proposed in the United States Congress that would authorize the states to enact
legislation governing interstate shipments of waste. Such proposed federal
legislation may allow individual states to prohibit the disposal of out-of-state
waste or to limit the amount of out-of-state waste that could be imported for
disposal and would require states, under certain circumstances, to reduce the
amounts of waste exported to other states. If this or similar legislation is
enacted, states in which the Company will operate landfills could act to limit
or prohibit the importation of out-of-state waste. Such state actions could
adversely affect landfills within these states that receive a significant
portion of waste originating from out-of-state.
 
     State Regulation.  Each state in which the Company operates has laws and
regulations governing solid waste disposal, water and air pollution and
remediation, and, in most cases, the design, operation, maintenance and closure
of landfills and transfer stations. Management believes that several states have
proposed or have considered adopting legislation that would regulate the
interstate transportation and disposal of waste in their landfills. Many states
have also adopted legislative and regulatory measures to mandate or encourage
waste reduction at the source and waste recycling.
 
     The Company's collection and landfill operations may be affected by the
current trend toward laws requiring the development of waste reduction and
recycling programs. For example, a number of states have recently enacted laws
that will require counties to adopt comprehensive plans to reduce, through waste
planning, composting and recycling or other programs, the volume of solid waste
deposited in landfills within the next few years. A number of states have also
taken or propose to take steps to ban or otherwise limit the disposal of certain
wastes, such as yard wastes, beverage containers, newspapers, unshredded tires,
lead-acid batteries and household appliances into landfills.
 
     The Company has implemented and will continue to implement its own
environmental safeguards that comply with or exceed governmental requirements.
Additionally, the Company's policy will be to obtain an environmental assessment
prepared by an independent environmental consulting firm for all real estate it
acquires.
 
LIABILITY INSURANCE AND BONDING
 
     The Company carries general liability, comprehensive property damage,
workers' compensation, employer's liability, directors' and officers' liability
and other coverages it believes are customary to the industry. The Company also
has environmental impairment liability insurance for all of its operating
landfills except one owned and four operated sites. The environmental impairment
liability insurance is in the amount of up to $5 million for the policy term in
excess of a $1 million deductible per claim. Except as discussed in "-- Legal
Proceedings" below, management does not expect the impact of any known
environmental or other contingencies to be material to the Company's
consolidated liquidity, financial position or results of operations.
 
   
     The Company is required to provide certain financial assurances to
governmental agencies under applicable environmental regulations relating to its
landfill and collection operations. These financial assurances include
performance bonds, letters of credit, insurance policies and trust deposits
required principally to secure the Company's estimated landfill closure and
post-closure obligations and collection contracts. The Company expects to be
required to provide approximately $311 million in financial assurance
obligations relating to its landfill operations during 1997. The Company expects
that financial assurances will increase in the future as the Company acquires
and expands its activities and that a greater percentage of the financial
assurances will be comprised, directly and indirectly, of letters of credit.
    
 
                                       23
<PAGE>   25
 
EMPLOYEES
 
   
     As of June 30, 1997, the Company employed approximately 5,000 persons.
Certain employees of the Company are covered by collective bargaining
agreements. The Company believes relations with its employees are satisfactory.
    
 
PROPERTIES
 
   
     The Company's principal executive offices are located at 15880 North
Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260 where it currently
leases 33,000 square feet of office space. The Company also maintains regional
administrative offices in Arizona, Illinois, Missouri, North Carolina and Ohio.
    
 
   
     The principal property and equipment of the Company consists of land
(primarily landfill sites, transfer stations and bases for collection
operations), buildings, and vehicles and equipment. At November 1, 1997, the
Company owned and/or operated 83 collection companies and 59 solid waste
landfills aggregating approximately 17,800 total acres, including approximately
7,100 permitted acres. In addition, the Company owned and/or operated 41
transfer stations and 23 recycling facilities.
    
 
LEGAL PROCEEDINGS
 
     The Company is currently involved in certain routine litigation. The
Company believes that all such litigation arose in the ordinary course of
business and that costs of settlements or judgments arising from such suits will
not have a materially adverse effect on the Company's consolidated liquidity
financial position or results of operations.
 
   
     The business of the Company is regulated by federal, state and local
provisions that relate to the protection of the environment. The nature of the
Company's business results in it frequently becoming a party to judicial or
administrative proceedings involving governmental authorities and other
interested parties. At June 30, 1997, the Company was not involved in any such
proceedings where management believes sanctions imposed by governmental
authorities may exceed $100,000. From time to time the Company may also be
subject to actions brought by citizens' groups, adjacent landowners or others in
connection with the permitting and licensing of its landfills or transfer
stations, or alleging personal injury, environmental damage or violations of the
permits and licenses pursuant to which the Company operates.
    
 
   
     In connection with the Laidlaw Acquisition, the Company engaged Emcon to
assist in conducting an environmental assessment of the real property owned by
the LSW Subsidiaries or third-parties, and properties under the management of
the LSW Subsidiaries. Several contaminated landfills and other properties have
been identified, two of which are owned by subsidiaries of the Company, that
would require those subsidiaries to incur costs for incremental closure and
post-closure measures, remediation activities and litigation costs in the
future. The cost of performing the investigation, design, remediation and
allocation of responsibility to the subsidiaries of the Company vary
significantly between sites. Based on information available to the Company, the
Company recorded a provision of $51.5 million for environmental matters,
including closure and post-closure costs, in the 1996 statement of operations
and expects these amounts to be disbursed over the next 30 years.
    
 
     The Company has been notified that it is considered a potentially
responsible party at a number of locations under CERCLA or other environmental
laws. The Company continually reviews its status with respect to each location,
taking into account the alleged connection to the location and the extent of the
contribution to the volume of waste at the location, the available evidence
connecting the entity to that location and the numbers and financial soundness
of other potentially responsible parties at the location. The ultimate amounts
for environmental liabilities at sites regarding which the Company may be a
potentially responsible party cannot be determined and estimates of such
liabilities made by the Company, after consultation with its independent
environmental engineers, require assumptions about future events due to a number
of uncertainties including the extent of the contamination, the appropriate
remedy, the financial viability of other potentially responsible parties and the
final apportionment of responsibility among the
 
                                       24
<PAGE>   26
 
potentially responsible parties. Where the Company has concluded that its
estimated share of potential liabilities is probable, a provision has been made
in the consolidated financial statements. Since the ultimate outcome of these
matters may differ from the estimates used in the Company's assessment to date,
the recorded liabilities will be periodically evaluated as additional
information becomes available to ascertain that the accrued liabilities are
adequate. The Company has determined that the recorded liability for
environmental matters as of December 31, 1996 of approximately $152.5 million
(including the $51.5 million provision charged to the 1996 statement of
operations) represents the most probable outcome of these contingent matters.
The Company does not expect that adjustments to estimates, which are reasonably
possible in the near term and that may result in changes to recorded amounts,
will have a material effect on the Company's consolidated liquidity, financial
position or results of operations.
 
     The consolidated federal income tax returns for the fiscal years ended
August 31, 1986, 1987 and 1988 of certain subsidiaries of the Company that were
acquired from Laidlaw in December 1996 have been under audit by the IRS. In
March 1994, the LSW U.S. Subsidiaries received a Statutory Notice of Deficiency
proposing that the LSW U.S. Subsidiaries pay additional taxes relating to the
Tax Controversy. The consolidated tax group of the LSW U.S. Subsidiaries has
also received notice that fiscal years 1992, 1993 and 1994 will be examined
regarding the Tax Controversy. The LSW U.S. Subsidiaries could be directly
liable for a substantial portion of any tax and interest assessed if the
disallowance of the deduction is sustained. In addition, under Treasury
Regulations promulgated under Section 1502 of the IRC, each member of the
consolidated tax group including each LSW U.S. Subsidiary, is or could be
severally liable for federal income tax liabilities of the entire consolidated
tax group, including any taxes due on the deemed sale of assets by the LSW U.S.
Subsidiaries pursuant to Section 338 of the IRC and all amounts at issue in the
Tax Controversy which are ultimately determined to be owed.
 
   
     Any amounts at issue in the Tax Controversy and for which any LSW U.S.
Subsidiary may ultimately be found liable, are included in and covered by the
indemnification of the Company by the Laidlaw Group set forth in the Laidlaw
Acquisition Agreement. The obligation of the Laidlaw Group to indemnify the
Company in respect of amounts at issue in the Tax Controversy is a general,
unsecured obligation of the Laidlaw Group. The ability of the Laidlaw Group to
pay and fulfill such indemnification obligation will depend on the financial
condition of the Laidlaw Group at the time of any required performance of such
obligation.
    
 
                               THE EXCHANGE OFFER
 
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
 
   
     The Notes were sold by the Company on May 15, 1997, and were subsequently
resold to qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to certain persons in transactions outside the United States
in reliance on Regulation S under the Securities Act. In connection with the
Note Offering, the Company entered into the Registration Rights Agreement, which
requires, among other things, that the Company (i) file with the Commission this
Registration Statement, (ii) use its best efforts to cause this Registration
Statement to become effective under the Securities Act and (iii) upon the
effectiveness of this Registration Statement, offer to the Holders of the Notes
the opportunity to exchange their Notes for a like principal amount of Exchange
Notes, which will be issued without a restrictive legend and may be reoffered
and resold by the holder without restrictions or limitations under the
Securities Act (other than any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act). A copy of the
Registration Rights Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The term "Holder" with respect to
the Exchange Offer means any person in whose name the Notes are registered on
the books of the Company or any other person who has obtained a properly
completed bond power from the registered holder.
    
 
     Because the Exchange Offer is for any and all Notes, the number of Notes
tendered and exchanged in the Exchange Offer will reduce the principal amount of
Notes outstanding. Following the consummation of the Exchange Offer, Holders of
the Notes who did not tender their Notes generally will not have any further
registration rights under the Registration Rights Agreement, and such Notes will
continue to be subject to
 
                                       25
<PAGE>   27
 
certain restrictions on transfer. Accordingly, the liquidity of the market for
such Notes could be adversely affected. The Notes are currently eligible for
sale pursuant to Rule 144A through the PORTAL System of the National Association
of Securities Dealers, Inc. Because the Company anticipates that most holders of
Notes will elect to exchange such Notes for Exchange Notes due to the absence of
restrictions on the resale of Exchange Notes under the Securities Act, the
Company anticipates that the liquidity of the market for any Notes remaining
after the consummation of the Exchange Offer may be substantially limited.
 
TERMS OF THE EXCHANGE OFFER
 
     Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Company will accept any and all Notes
validly tendered and not withdrawn prior to 5:00 p.m. New York City time, on the
Expiration Date. The Company will issue $1,000 principal amount of Exchange
Notes in exchange for each $1,000 principal amount of outstanding Notes accepted
in the Exchange Offer. Holders may tender some or all of their Notes pursuant to
the Exchange Offer. However, Notes may be tendered only in integral multiples of
$1,000.
 
     The form and terms of the Exchange Notes are the same as the form and terms
of the Notes except that (i) the Exchange Notes have been registered under the
Securities Act and hence will not bear legends restricting the transfer thereof
and (ii) the holders of the Exchange Notes generally will not be entitled to
certain rights under the Registration Rights Agreement, which rights generally
will terminate upon consummation of the Exchange Offer. The Exchange Notes will
evidence the same debt as the Notes and will be entitled to the benefits of the
Indenture.
 
     Holders of Notes do not have any appraisal or dissenter's rights under the
General Corporation Law of Delaware or the Indenture in connection with the
Exchange Offer. The Company intends to conduct the Exchange Offer in accordance
with the applicable requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, including Rule 14e-1 thereunder.
 
     The Company shall be deemed to have accepted validly tendered Notes when,
as and if the Company has given oral or written notice thereof to the Exchange
Agent. The Exchange Agent will act as agent for the tendering Holders for the
purpose of receiving the Exchange Notes from the Company.
 
     If any tendered Notes are not accepted for exchange because of an invalid
tender, the occurrence of certain other events set forth herein or otherwise,
the certificates for any such unaccepted Notes will be returned, without
expense, to the tendering Holder thereof as promptly as practicable after the
Expiration Date.
 
     Holders who tender Notes in the Exchange Offer will not be required to pay
brokerage commissions or fees or, subject to the instructions in the Letter of
Transmittal, transfer taxes with respect to the exchange of Notes pursuant to
the Exchange Offer. The Company will pay all charges and expenses, other than
transfer taxes in certain circumstances, in connection with the Exchange Offer.
See "-- Fees and Expenses."
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
 
   
     The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
December 16, 1997, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended.
    
 
     To extend the Exchange Offer, the Company will notify the Exchange Agent of
any extension by oral or written notice, followed by a public announcement
thereof no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.
 
     The Company reserves the right, in its reasonable judgment, (i) to delay
accepting any Notes, to extend the Exchange Offer or to terminate the Exchange
Offer if any of the conditions set forth below under "-- Conditions" shall not
have been satisfied, by giving oral or written notice of such delay, extension
or termination to the Exchange Agent or (ii) to amend the terms of the Exchange
Offer in any manner. Any such delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by
 
                                       26
<PAGE>   28
 
a public announcement thereof. If the Exchange Offer is amended in a manner
determined by the Company to constitute a material change, the Company will
promptly disclose such amendment by means of a prospectus supplement that will
be distributed to the registered Holders, and, depending upon the significance
of the amendment and the manner of disclosure to the registered Holders, the
Company will extend the Exchange Offer for a period of five to ten business days
if the Exchange Offer would otherwise expire during such five to ten
business-day period.
 
   
     If the Company does not consummate the Exchange Offer, or, in lieu thereof,
the Company does not file and cause to become effective the Shelf Registration
Statement within the time periods set forth herein, liquidated damages will
accrue and be payable on the Notes either temporarily or permanently. See
"Description of Exchange Notes -- Registration Covenant; Exchange Offer."
    
 
     Without limiting the manner in which the Company may choose to make public
announcement of any delay, extension, amendment or termination of the Exchange
Offer, the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by making a timely release
to the Dow Jones News Service.
 
PROCEDURES FOR TENDERING
 
     Only a Holder of Notes may tender such Notes in the Exchange Offer. To
tender in the Exchange Offer, a Holder must complete, sign and date the Letter
of Transmittal, or a facsimile thereof, have the signatures thereon guaranteed
if required by the Letter of Transmittal and mail or otherwise deliver such
Letter of Transmittal or such facsimile, together with the Notes and any other
required documents, to the Exchange Agent so as to be received by the Exchange
Agent at the address set forth below prior to 5:00 p.m., New York City time, on
the Expiration Date. Delivery of the Notes may be made by book-entry transfer in
accordance with the procedures described below. Confirmation of such book-entry
transfer must be received by the Exchange Agent prior to the Expiration Date.
 
     By executing the Letter of Transmittal, each Holder will make to the
Company the representation set forth below in the second paragraph under the
heading "-- Resale of Exchange Notes."
 
     The tender by a Holder and the acceptance thereof by the Company will
constitute an agreement between such Holder and the Company in accordance with
the terms and subject to the conditions set forth herein and in the Letter of
Transmittal.
 
     THE METHOD OF DELIVERY OF NOTES AND THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE
HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO
LETTER OF TRANSMITTAL OR NOTES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY
REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR
NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.
 
     Any beneficial owner whose Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact the registered Holder promptly and instruct such registered
Holder to tender on such beneficial owner's behalf.
 
     Signatures on the Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined herein)
unless the Notes tendered pursuant thereto are tendered (i) by a registered
Holder who has not completed the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution. In the event that signatures on
a Letter of Transmittal or a notice of withdrawal, as the case may be, are
required to be guaranteed, such guarantee must be by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
 
                                       27
<PAGE>   29
 
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution").
 
     If the Letter of Transmittal is signed by a person other than the
registered Holder of any Notes listed therein, such Notes must be endorsed or
accompanied by a properly completed bond power, signed by such registered Holder
as such registered Holder's name appears on such Notes with the signature
thereon guaranteed by an Eligible Institution. If the Letter of Transmittal or
any Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by the Company, evidence satisfactory to the Company
of their authority to so act must be submitted with the Letter of Transmittal.
 
   
     The Company understands that the Exchange Agent will make a request
promptly after the date of this Prospectus to establish accounts with respect to
the Notes at DTC for the purpose of facilitating the Exchange Offer, and subject
to the establishment thereof, any financial institution that is a participant in
DTC's system may make book-entry delivery of the Notes by causing DTC to
transfer such Notes into the Exchange Agent's account with respect to the Notes
in accordance with DTC's procedures for such transfer. Although delivery of the
Notes may be effected through book-entry transfer into the Exchange Agent's
account at DTC, an appropriate Letter of Transmittal properly completed and duly
executed with any required signature guarantee and all other required documents
must in each case be transmitted to and received or confirmed by the Exchange
Agent at its address set forth below on or prior to the Expiration Date, or, if
the guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures. Delivery of documents to DTC does
not constitute delivery to the Exchange Agent.
    
 
     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Notes and withdrawal of tendered Notes will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
Notes not properly tendered or any Notes the Company's acceptance of which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any defects, irregularities or conditions of tender
as to particular Notes. The Company's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in the Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Notes must be cured within such
time as the Company shall determine. Although the Company intends to notify
Holders of defects or irregularities with respect to tenders of Notes, none of
the Company, the Exchange Agent or any other person shall incur any liability
for failure to give such notification. Tenders of Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Notes received by the Exchange Agents that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.
 
GUARANTEED DELIVERY PROCEDURES
 
     Holders who wish to tender their Notes and (i) whose Notes are not
immediately available, (ii) who cannot deliver their Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent or (iii) who
cannot complete the procedures for book-entry transfer, prior to the Expiration
Date, may effect a tender if:
 
     (a)  the tender is made through an Eligible Institution;
 
     (b)  prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery (by facsimile transmission, mail or hand delivery) setting forth the
name and address of the Holder, the certificate number(s) of such Notes and the
principal amount of Notes tendered, stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading days
after the Expiration Date, the Letter of Transmittal (or facsimile thereof),
together with the certificate(s) representing the Notes (or a confirmation of
book-entry
 
                                       28
<PAGE>   30
 
   
transfer of such Notes into the Exchange Agent's account at DTC) and any other
documents required by the Letter of Transmittal, will be deposited by the
Eligible Institution with the Exchange Agent; and
    
 
   
     (c)  such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Notes in proper form for transfer (or a confirmation of book-entry transfer of
such Notes into the Exchange Agent's account at DTC) and all other documents
required by the Letter of Transmittal, are received by the Exchange Agent within
three New York Stock Exchange trading days after the Expiration Date.
    
 
     Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Notes according to the guaranteed
delivery procedures set forth above.
 
WITHDRAWALS OF TENDERS
 
     Except as otherwise provided herein, tenders of Notes may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date.
 
   
     To withdraw a tender of Notes in the Exchange Offer, a written or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Notes to be withdrawn (the "Depositor"), (ii)
identify the Notes to be withdrawn (including the certificate number(s) and
principal amount of such Notes, or, in the case of notes transferred by
book-entry transfer, the name and number of the account at DTC to be credited),
(iii) be signed by the Holder in the same manner as the original signature on
the Letter of Transmittal by which such Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Notes register the transfer
of such Notes into the name of the person withdrawing the tender and (iv)
specify the name in which any such Notes are to be registered, if different from
that of the Depositor. All questions as to the validity, form and eligibility
(including time or receipt) of such notices will be determined by the Company,
whose determination shall be final and binding on all parties. Any Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Notes so withdrawn are validly retendered. Any Notes which have been
tendered but which are not accepted for exchange will be returned to the Holder
thereof without cost to such Holder as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn
Notes may be retendered by following one of the procedures described above under
"-- Procedures for Tendering" at any time prior to the Expiration Date.
    
 
CONDITIONS
 
     Notwithstanding any other term of the Exchange Offer, the Company shall not
be required to accept for exchange, or to exchange Exchange Notes for, any
Notes, and may terminate or amend the Exchange Offer as provided herein before
the acceptance of such Notes, if:
 
     (a)  any law, statute, rule, regulation or interpretation by the staff of
the Commission is proposed, adopted or enacted, which, in the reasonable
judgment of the Company, might materially impair the ability of the Company to
proceed with the Exchange Offer or materially impair the contemplated benefits
of the Exchange Offer to the Company; or
 
     (b)  any governmental approval has not been obtained, which approval the
Company shall, in its reasonable judgment, deem necessary for the consummation
of the Exchange Offer as contemplated hereby.
 
     If the Company determines in its reasonable judgment that any of the
conditions are not satisfied, the Company may (i) refuse to accept any Notes and
return all tendered Notes to the tendering Holders, (ii) extend the Exchange
Offer and retain all Notes tendered prior to the expiration of the Exchange
Offer, subject, however, to the rights of Holders to withdraw such Notes (see
"-- Withdrawals of Tenders") or (iii) waive such unsatisfied conditions with
respect to the Exchange Offer and accept all properly tendered Notes which have
not been withdrawn. If such waiver constitutes a material change to the Exchange
Offer, the Company will promptly disclose such waiver by means of a prospectus
supplement that will be distributed to the registered Holders, and, depending
upon the significance of the waiver and the manner of disclosure to
 
                                       29
<PAGE>   31
 
the registered Holders, the Company will extend the Exchange Offer for a period
of five to ten business days if the Exchange Offer would otherwise expire during
such five to ten business-day period.
 
EXCHANGE AGENT
 
     First Bank National Association will act as Exchange Agent for the Exchange
Offer.
 
     Questions and requests for assistance, requests for additional copies of
this Prospectus or of the Letter of Transmittal for the Notes and requests for
copies of Notice of Guaranteed Delivery should be directed to the Exchange
Agent, addressed as follows:
 
     By mail or delivery service:
 
       First Bank National Association
 
        First Trust Center
        180 East Fifth Street
        St. Paul, Minnesota 55101
        Attn: David Hauger
 
     By hand delivery:
 
       First Bank National Association
        First Trust Center
        Fourth Floor -- Bond Drop Window
        180 Fifth Street
        St. Paul, Minnesota 55101
        Attn: David Hauger
 
     By facsimile (eligible institutions only):
 
        (612) 244-1537
 
     For telephone inquiries:
 
        (612) 244-1197
 
FEES AND EXPENSES
 
     The expenses of the Exchange Offer will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone, facsimile or in person by officers and
regular employees of the Company and its affiliates.
 
     The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers or other persons
soliciting acceptances of the Exchange Offer. The Company, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith and pay
other registration expenses, including fees and expenses of the Trustee, filing
fees, blue sky fees and printing and distribution expenses.
 
     The Company will pay all transfer taxes, if any, applicable to the exchange
of the Notes pursuant to the Exchange Offer. If, however, certificates
representing the Exchange Notes or the Notes for principal amounts not tendered
or accepted for exchange are to be delivered to, or are to be issued in the name
of, any person other than the registered Holder of the Notes tendered, or if
tendered Notes are registered in the name of any person other than the person
signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of the Notes pursuant to the Exchange Offer, then
the amount of any such transfer taxes (whether imposed on the registered Holder
or any other person) will be payable by the tendering Holder.
 
ACCOUNTING TREATMENT
 
     The Exchange Notes will be recorded at the same carrying value as the
Notes, as reflected in the Company's accounting records on the date of exchange.
Accordingly, no gain or loss for accounting purposes
 
                                       30
<PAGE>   32
 
will be recognized in connection with the Exchange Offer. The expenses of the
Exchange Offer will be amortized over the term of the Exchange Notes.
 
RESALE OF EXCHANGE NOTES
 
     Based on an interpretation by the staff of the Commission set forth in
no-action letters issued to third parties, the Company believes that Exchange
Notes issued pursuant to the Exchange Offer in exchange for Notes may be offered
for resale, resold and otherwise transferred by any Holder of such Exchange
Notes (other than any such Holder which is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such Exchange Notes are acquired in the ordinary course of such Holder's
business and such Holder does not intend to participate, and has no arrangement
or understanding with any person to participate, in the distribution of such
Exchange Notes. Any Holder who tenders in the Exchange Offer with the intention
to participate, or for the purpose of participating, in a distribution of the
Exchange Notes may not rely on the position of the staff of the Commission
enunciated in Exxon Capital Holdings Corporation (available April 13, 1989) and
Morgan Stanley & Co., Incorporated (available June 5, 1991), or similar no-
action letters, but rather must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction. In addition, any such resale transaction should be covered by an
effective registration statement containing the selling security holders
information required by Item 507 of Regulation S-K of the Securities Act. Each
broker-dealer that receives Exchange Notes for its own account in exchange for
Notes, where such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, may be a statutory
underwriter and must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes.
 
     By tendering in the Exchange Offer, each Holder will represent to the
Company that, among other things, (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is a Holder,
(ii) neither the Holder nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and (iii) the Holder and such other person acknowledge that if
they participate in the Exchange Offer for the purpose of distributing the
Exchange Notes (a) they must, in the absence of an exemption therefrom, comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale of the Exchange Notes and cannot rely on the
no-action letters referenced above and (b) failure to comply with such
requirements in such instance could result in such Holder incurring liability
under the Securities Act for which such Holder is not indemnified by the
Company. Further, by tendering in the Exchange Offer, each Holder that may be
deemed an "affiliate" (as defined under Rule 405 of the Securities Act) of the
Company will represent to the Company that such Holder understands and
acknowledges that the Exchange Notes may not be offered for resale, resold or
otherwise transferred by that Holder without registration under the Securities
Act or an exemption therefrom.
 
     As set forth above, affiliates of the Company are not entitled to rely on
the foregoing interpretations of the staff of the Commission with respect to
resales of the Exchange Notes without compliance with the registration and
prospectus delivery requirements of the Securities Act.
 
CONSEQUENCES OF FAILURE TO EXCHANGE
 
   
     As a result of the making of this Exchange Offer, the Company will have
fulfilled one of its obligations under the Registration Rights Agreement, and
Holders of Notes who do not tender their Notes generally will not have any
further registration rights under the Registration Rights Agreement or
otherwise. Accordingly, any Holder of Notes that does not exchange that Holder's
Notes for Exchange Notes will continue to hold the untendered Notes and will be
entitled to all the rights and limitations applicable thereto under the
indenture relating to the Notes, except to the extent that such rights or
limitations, by their terms, terminate or cease to have further effectiveness as
a result of the Exchange Offer.
    
 
     The Notes that are not exchanged for Exchange Notes pursuant to the
Exchange Offer will remain restricted securities. Accordingly, such Notes may be
resold only (i) to the Company (upon redemption
 
                                       31
<PAGE>   33
 
thereof or otherwise), (ii) pursuant to an effective registration statement
under the Securities Act, (iii) so long as the Notes are eligible for resale
pursuant to Rule 144A, to a qualified institutional buyer within the meaning of
Rule 144A under the Securities Act in a transaction meeting the requirements of
Rule 144A, (iv) outside the United States to a foreign person pursuant to the
exemption from the registration requirements of the Securities Act provided by
Regulation S thereunder, (v) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 thereunder (if available) or (vi) to an
institutional accredited investor in a transaction exempt from the registration
requirements of the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States.
 
OTHER
 
     Participation in the Exchange Offer is voluntary and Holders should
carefully consider whether to accept. Holders of the Notes are urged to consult
their financial and tax advisors in making their own decision on what action to
take.
 
     The Company may in the future seek to acquire untendered Notes in open
market or privately negotiated transactions, through subsequent exchange offers
or otherwise. The Company has no present plans to acquire any Notes that are not
tendered in the Exchange Offer or to file a registration statement to permit
resales of any untendered Notes.
 
                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES
                             OF THE EXCHANGE OFFER
 
     The following discussion is based upon current provisions of the IRC,
applicable Treasury regulations, judicial authority and administrative rulings
and practice. There can be no assurance that the IRS will not take a contrary
view, and no ruling from the IRS has been or will be sought. Legislative,
judicial or administrative changes or interpretations may be forthcoming that
could alter or modify the statements and conditions set forth herein. Any such
changes or interpretations may or may not be retroactive and could affect the
tax consequences to Holders. Certain Holders of the Notes (including insurance
companies, tax-exempt organizations, financial institutions, broker-dealers,
foreign corporations and persons who are not citizens or residents of the United
States) may be subject to special rules not discussed below. Each Holder of a
Note should consult his, her or its own tax advisor as to the particular tax
consequences of exchanging such Holder's Notes for Exchange Notes, including the
applicability and effect of any state, local or foreign tax laws.
 
     The issuance of the Exchange Notes to Holders of the Notes pursuant to the
terms set forth in this Prospectus will not constitute an exchange for federal
income tax purposes. Consequently, no gain or loss would be recognized by
Holders of the Notes upon receipt of the Exchange Notes, and ownership of the
Exchange Notes will be considered a continuation of ownership of the Notes. For
purposes of determining gain or loss upon the subsequent sale or exchange of the
Exchange Notes, a Holder's basis in the Exchange Notes should be the same as
such Holder's basis in the Notes exchanged therefor. A Holder's holding period
for the Exchange Notes should include the Holder's holding period for the Notes
exchanged therefor. The issue price, original issue discount inclusion and other
tax characteristics of the Exchange Notes should be identical to the issue
price, original issue discount inclusion and other tax characteristics of the
Notes exchanged therefor.
 
     See also "Description of Certain Federal Income Tax Consequences of an
Investment in the Exchange Notes."
 
                      DESCRIPTION OF CERTAIN INDEBTEDNESS
 
SENIOR CREDIT FACILITY
 
     Concurrently with the Laidlaw Acquisition, the Company entered into a bank
credit facility (the "1996 Senior Credit Facility") consisting of (i) a $475
million five and one-half year amortizing senior secured term loan facility (the
"1996 Term Loan Facility"), (ii) three amortizing senior secured term loan
facilities (the
 
                                       32
<PAGE>   34
 
   
"1996 Serialized Facilities") in an aggregate original principal amount of $500
million and with ultimate maturities which ranged from six and one-half years to
eight and one-half years, and (iii) a $300 million five and one-half year senior
secured revolving credit facility. In connection with the closing of the sale of
all of the Canadian solid waste business acquired in the Laidlaw Acquisition, an
aggregate amount of approximately $517 million was applied to prepayment of the
1996 Term Loan Facility and the 1996 Serialized Facilities.
    
 
   
     In June 1997, the Company entered into an amended and restated Senior
Credit Facility. On September 30, 1997, the Company repaid $203 million
outstanding under the Funded Term Loan Facility and $71 million outstanding
under the Revolving Credit Facility from the net proceeds of the 1997 Equity
Offering. In connection with this repayment, the Company further amended its
Senior Credit Facility (the "1997 Senior Credit Facility") on October 1, 1997,
providing for a six and one-half year senior secured $297 million funded term
loan facility (the "Funded Term Loan Facility") a six and one-half year senior
secured $200 million delayed draw term loan facility to finance certain
acquisitions prior to March 31, 1998 (the "Delayed Draw Term Loan Facility"),
and a six and one-half year senior secured $600 million revolving credit
facility (the "Revolving Credit Facility"). The Funded Term Loan Facility is an
amortizing senior secured term loan with annual amortizations of principal
(payable quarterly) increasing from $6 million in 1997 to $60 million in each of
2000, 2001, 2002 and 2003. The Delayed Draw Term Loan Facility may be drawn in
multiple advances and at varying amounts until either (i) the full $200 million
has been drawn or (ii) March 31, 1998, whichever comes first. The Delayed Draw
Term Loan is an amortizing term loan with annual principal reductions equal to a
certain percentage of the outstanding amount as of March 31, 1997. Principal
reductions begin in March 1998 at 10% of the original balance, increasing to 20%
in the years 2000 - 2002, and 30% in 2003.
    
 
   
     In addition to the scheduled principal payments above, the Company is also
required to make mandatory prepayments on the 1997 Senior Credit Facility equal
to 100% of the net proceeds from certain asset sales, the issuance of new debt
securities and extraordinary amounts, which include tax refunds, pension plan
reversions and certain insurance proceeds, and 50% of the Net Cash Proceeds (as
defined in the 1997 Senior Credit Facility) from Equity Issuances (as defined in
the 1997 Senior Credit Facility). Furthermore, the Company is also required to
make mandatory prepayments on the 1997 Senior Credit Facility equal to 50% of
the Company's annual excess Cash Flow (as defined in the 1997 Senior Credit
Facility) unless the Company's Senior Debt Ratio (as defined in the 1997 Senior
Credit Facility) for the relevant fiscal year end is less than 2.0 to 1.0.
Mandatory prepayments are applied first to the Term Loan Facility on a pro rata
basis against remaining scheduled principal payments, and second to the
permanent reduction of the Revolving Credit Facility. In no event, however,
shall the Revolving Credit Facility be required to be reduced to an amount less
than $300 million in connection with any such mandatory prepayment.
    
 
   
     Amounts outstanding under the 1997 Senior Credit Facility bear interest, at
the Company's option, at either (a) a Base Rate, or (b) a Eurodollar Rate (both
terms as defined in the 1997 Senior Credit Facility) plus, in either case, an
agreed upon applicable margin. The applicable margin will be adjusted from time
to time pursuant to a pricing grid based upon the Company's Leverage Ratio (as
defined in the 1997 Senior Credit Facility) and varies between zero percent and
0.75% for Base Rate loans, and 0.75% and 1.75% for Eurodollar loans. In
addition, if at any time the Company's Senior Debt Ratio is greater than 2.5 to
1.0, the applicable margin for all loans will be increased by 0.25%.
    
 
   
     Borrowings under the Revolving Credit Facility may be used for
acquisitions, the issuance of letters of credit, working capital and other
general corporate purposes. Of the amounts available under the Revolving Credit
Facility, no more than $175 million may be used to support the issuance of
letters of credit.
    
 
   
     The 1997 Senior Credit Facility is guaranteed by substantially all of the
Company's present and future subsidiaries. In addition, the 1997 Senior Credit
Facility is secured by substantially all the personal property and a pledge of
the stock, of substantially all of the Company's present and future
subsidiaries.
    
 
   
     The 1997 Senior Credit Facility contains certain financial covenants
including, but not limited to, a Total Debt to EBITDA Ratio, a Senior Debt to
EBITDA Ratio, a Fixed Charge Coverage Ratio and an Interest Expense Coverage
Ratio (all terms as defined in the Amended Bank Agreement). In addition, the
1997 Senior Credit Facility also limits the Company's ability to make
acquisitions, purchase fixed assets above
    
 
                                       33
<PAGE>   35
 
   
certain amounts, pay dividends, incur additional indebtedness and liens, make
optional prepayments on certain subordinated indebtedness, make investments,
loans or advances, enter into certain transactions with affiliates or enter into
a merger, consolidation or sale of all or a substantial portion of the Company's
assets.
    
 
   
     The Company has entered into interest rate protection agreements in an
amount equal to approximately 85% of the Funded Term Loan Facility as of
November 1, 1997.
    
 
ALLIED WASTE NA NOTES
 
   
     Also in connection with the Laidlaw Acquisition, Allied Waste NA issued
$525 million of the Allied Waste NA Notes in a Rule 144A private offering. Net
proceeds from the sale of the Allied Waste NA Notes, after the underwriting
discount and other expenses, were approximately $509 million. The net proceeds
were used to pay a portion of the cash purchase price of the Laidlaw
Acquisition, repay amounts outstanding under the Company's previous $300 million
bank credit facility, fund certain acquisitions and for general corporate
purposes.
    
 
     The Allied Waste NA Notes cannot be redeemed until December 1, 2001, except
under certain circumstances. Prior to December 1, 2001, the Allied Waste NA
Notes are subject to redemption, at the option of Allied Waste NA, at the
greater of (i) 100% of the principal amount or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to maturity on a semiannual basis at a comparable treasury yield plus
75 basis points, plus in each case accrued and unpaid interest to the date of
redemption. At any time prior to December 1, 1999, up to 33% of principal amount
of Allied Waste NA Notes will be redeemable, at the option of Allied Waste NA,
from the proceeds of one or more public offerings of capital stock by the
Company at a redemption price of 110.25% of principal amount, plus accrued
interest. The Allied Waste NA Notes are guaranteed by the Company and
substantially all of Allied Waste NA's subsidiaries, the guarantees of which are
expressly subordinated to the guarantees of the Senior Credit Facility. The
Allied Waste NA Notes contain several covenants, the most restrictive of which
limits Allied Waste NA and its subsidiaries' ability to incur additional
indebtedness without complying with an interest coverage ratio test. Other
covenants contain limitations on payment of dividends except for certain
preferred stock, issuance of redeemable preferred stock, transactions with
affiliates, granting of liens and security interests, sales of assets and the
use of proceeds from sales of assets, mergers and consolidations, and changes of
control. The covenants do permit Allied Waste NA to incur certain indebtedness,
including indebtedness under the Senior Credit Facility, indebtedness issued
and/or assumed in permitted acquisitions and other indebtedness which is limited
to a certain percentage of Allied Waste NA's total assets.
 
                       DESCRIPTION OF THE EXCHANGE NOTES
 
     The Exchange Notes will be issued pursuant to an indenture, to be dated as
of May 15, 1997 (the "Indenture"), between the Company and First Bank National
Association, as trustee (the "Trustee").
 
   
     The Indenture is by its terms subject to and governed by the Trust
Indenture Act of 1939, as amended. The statements under this caption relating to
the Exchange Notes and the Indenture are summaries and do not purport to be
complete, and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Wherever defined terms or particular sections of the Indenture
are referred to, such defined terms and sections are incorporated herein by
reference. Copies of the Indenture and the Registration Rights Agreement
referred to below (see "-- Registration Covenant; Exchange Offer") are available
at the corporate trust office of the Trustee. All references in this section to
the "Company" refer solely to Allied Waste Industries, Inc., the issuer of the
Exchange Notes, and all references in this section to "Allied Waste NA" refer
solely to Allied Waste North America, Inc., and not to their respective
subsidiaries.
    
 
GENERAL
 
     The Exchange Notes will be unsecured senior obligations of the Company,
will be limited to $418.0 million aggregate principal amount and will mature on
June 1, 2007.
 
                                       34
<PAGE>   36
 
   
     The Exchange Notes are effectively subordinated to all existing and future
indebtedness and other liabilities (including trade payables and capital lease
obligations) of the Company's subsidiaries. As of June 30, 1997, the Exchange
Notes will be effectively subordinated to approximately $1,198.0 million of debt
of the Company's subsidiaries. See "Risk Factors -- Holding Company Structure;
Structural Subordination." In addition, subject to certain financial tests, the
Company's Restricted Subsidiaries may from time to time hereafter incur
additional Debt, including under the Senior Credit Facility, to which the
Exchange Notes would be effectively subordinated. See "Certain
Covenants -- Limitation on Debt of the Company and Certain of its Restricted
Subsidiaries" and "-- Limitation on Debt of Allied Waste NA and its Restricted
Subsidiaries."
    
 
CERTAIN DEFINITIONS
 
     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided. (Section 101).
 
     "Accreted Value" means, as of any date prior to June 1, 2002, an amount per
$1,000 principal amount at maturity of Notes that is equal to the sum of (a) the
initial offering price ($574.36 per $1,000 principal amount at maturity of
Notes) of such Notes and (b) the portion of the excess of the principal amount
of such Notes over such initial offering price which shall have been amortized
through such date, such amount to be so amortized on a daily basis and
compounded semi-annually on each June 1 and December 1 at the rate of 11.30% per
annum from the date of original issue of the Notes through the date of
determination computed on the basis of a 360-day year of twelve 30-day months
and as of any date on or after June 1, 2002, the principal amount of each Note.
 
     "Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
 
     "Allied Canada Debentures" means the Zero Coupon Junior Subordinated
Debenture of Allied Canada and the 7% Junior Subordinated Debenture of Allied
Canada issued to Laidlaw in connection with the Acquisition and subsequently
transferred by Laidlaw to Allied Finance.
 
   
     "Allied Insurance" means Reliant Insurance Company, a Vermont corporation
and a Subsidiary of the Company, engaged solely in the business of issuing
insurance policies with respect to the closure and post-closure financial
assurance obligations of the Company and its Restricted Subsidiaries.
    
 
     "Asset Disposition" by any Person that is the Company or any Restricted
Subsidiary means any transfer, conveyance, sale, lease or other disposition by
the Company or any of its Restricted Subsidiaries (including a consolidation or
merger or other sale of any Restricted Subsidiary with, into or to another
Person in a transaction in which such Subsidiary ceases to be a Restricted
Subsidiary), of (i) shares of Capital Stock (other than directors' qualifying
shares) or other ownership interests of a Restricted Subsidiary, (ii) the
property or assets of such Person or any Restricted Subsidiary representing a
division or line of business or (iii) other assets or rights of such Person or
any Restricted Subsidiary outside of the ordinary course of business, but
excluding in each case in Clauses (i), (ii) and (iii), (x) a disposition by a
Subsidiary of such Person to such Person or a Wholly Owned Restricted Subsidiary
or by such Person to a Wholly Owned Restricted Subsidiary, (y) the disposition
of all or substantially all of the assets of the Company in a manner permitted
pursuant to the provisions described above under "Mergers, Consolidations and
Certain Sales and Purchases of Assets" and (z) any disposition that constitutes
a Restricted Payment or Permitted Investment that is permitted pursuant to the
provisions described under "Certain Covenants -- Limitation on Restricted
Payments."
 
                                       35
<PAGE>   37
 
     "Bank Facility Capacity Increase" means a replacement, amendment,
supplement, restatement, renewal or other modification of the Senior Credit
Facility that increases the aggregate amount of borrowings permitted under the
Senior Credit Facility.
 
     "Bank Facility Limit" means (x) $1,275 million less principal payments of
term loans and permanent commitment reductions with respect to revolving loans
under the Senior Credit Facility since the date of the Indenture or (y)
following a Bank Facility Capacity Increase, the Increased Bank Facility Limit,
less principal payments of term loans and permanent commitment reductions with
respect to revolving loans under the Bank Agreement, as so replaced, amended,
supplemented, restated, renewed or modified, since the date of such Bank
Facility Capacity Increase.
 
     "Capital Lease Obligation" of any Person means the obligation to pay rent
or other payment amounts under a lease of (or other arrangements conveying the
right to use) real or personal property of such Person which is required to be
classified and accounted for as a capital lease or a liability on a balance
sheet of such Person in accordance with generally accepted accounting
principles. The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty. The principal amount of such obligation shall be the capitalized amount
thereof that appear on a balance sheet of such Person in accordance with
generally accepted accounting principles.
 
     "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person.
 
     "Common Stock" of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.
 
     "Consolidated EBITDA" of any Person means for any period the Consolidated
Net Income for such period increased by the sum of (i) Consolidated Interest
Expense of such Person for such period, plus (ii) Consolidated Income Tax
Expense of such Person for such period, plus (iii) the consolidated depreciation
and amortization expense deducted in determining the Consolidated Net Income of
such Person for such period; provided, however, that the Consolidated Interest
Expense, Consolidated Income Tax Expense and consolidated depreciation and
amortization expense of a Consolidated Subsidiary of such Person shall be added
to the Consolidated Net Income pursuant to the foregoing only (x) to the extent
and in the same proportion that the Consolidated Net Income of such Consolidated
Subsidiary was included in calculating the Consolidated Net Income of such
Person and (y) only to the extent that the amount specified in Clause (x) is not
subject to restrictions that prevent the payment of dividends or the making of
distributions to such Person.
 
     "Consolidated EBITDA Coverage Ratio" of any Person means for any period the
ratio of (i) Consolidated EBITDA of such Person for such period to (ii) the sum
of (A) Consolidated Interest Expense of such Person for such period plus (B) the
annual interest expense (including the amortization of debt discount) with
respect to any Debt Incurred or proposed to be incurred by such Person or its
Consolidated Subsidiaries since the beginning of such period to the extent not
included in clause (ii) (A), minus (C) Consolidated Interest Expense of such
Person with respect to any Debt that is no longer outstanding or that will no
longer be outstanding as a result of the transaction with respect to which the
Consolidated EBITDA Coverage Ratio is being calculated, to the extent included
within Clause (ii) (A); provided, however, that in making such computation, the
Consolidated Interest Expense of such Person attributable to interest on any
Debt bearing a floating interest rate shall be computed on a pro forma basis as
if the rate in effect on the date of computation had been the applicable rate
for the entire period; and provided further, that, in the event such Person or
any of its Consolidated Subsidiaries has made acquisitions or dispositions of
assets not in the ordinary course of business (including by merger,
consolidation or purchase of Capital Stock) during or after such period, the
computation of the Consolidated EBITDA Coverage Ratio (and for the purpose of
such computation, the calculation of Consolidated Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated EBITDA) shall
be made on a pro forma basis as if the acquisitions or dispositions had taken
place on the first day of such period.
 
                                       36
<PAGE>   38
 
     "Consolidated Income Tax Expense" of any Person means for any period the
consolidated provision for income taxes of such Person and its Consolidated
Subsidiaries for such period determined in accordance with generally accepted
accounting principles.
 
     "Consolidated Interest Expense" of any Person means for any period the
consolidated interest expense included in a consolidated income statement (net
of interest income) of such Person and its Consolidated Subsidiaries for such
period determined in accordance with generally accepted accounting principles,
including without limitation or duplication (or, to the extent not so included,
with the addition of), (i) the portion of any rental obligation in respect of
any Capital Lease Obligation allocable to interest expense in accordance with
generally accepted accounting principles; (ii) the amortization of Debt
discounts; (iii) any payments or fees with respect to letters of credit,
bankers' acceptances or similar facilities; (iv) fees with respect to interest
rate swap or similar agreements or foreign currency hedge, exchange or similar
agreements; (v) any Preferred Stock dividends declared and paid or payable in
cash; and (vi) any interest capitalized in accordance with generally accepted
accounting principles; provided, however, that Consolidated Interest Expense
shall not include interest expense or amortization of Debt discounts relating to
the Allied Canada Debentures.
 
     "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Consolidated
Subsidiaries for such period determined in accordance with generally accepted
accounting principles; provided that there shall be excluded therefrom (a) the
net income (or loss) of any Person acquired by such Person or a Subsidiary of
such Person in a pooling-of interests transaction for any period prior to the
date of such transaction (subject to the final proviso of the definition of
Consolidated EBITDA Coverage Ratio when Consolidated Net Income is being
computed for purposes of calculating the Consolidated EBITDA Coverage Ratio),
(b) the net income (but not net loss) of any Consolidated Subsidiary of such
Person that is subject to restrictions that prevent the payment of dividends or
the making of distributions to such Person to the extent of such restrictions,
(c) the net income (or loss) of any Person that is not a Consolidated Subsidiary
of such Person except to the extent of the amount of dividends or other
distributions actually paid to such Person by such other Person during such
period, (d) gains or losses on asset dispositions by such Person or its
Consolidated Subsidiaries, (e) any net income (loss) of a Consolidated
Subsidiary that is attributable to a minority interest in such Consolidated
Subsidiary, (f) all extraordinary gains and extraordinary losses that involve a
present or future cash payment, (g) all non-cash non-recurring charges during
such period, including charges for acquisition-related costs (it being
understood that (x) non-cash non-recurring charges shall not include accruals
for closure and post-closure liabilities and (y) charges, other than charges for
the accruals referred to in Clause (x) above, shall be deemed non-cash charges
until the period that cash disbursements attributable to such charges are made,
at which point such charges shall be deemed cash charges) and (h) the tax effect
of any of the items described in Clauses (a) through (g) above.
 
     "Consolidated Net Worth" of any Person at any date means the consolidated
stockholders' equity of such Person and its Restricted Subsidiaries at such
date, as determined on a consolidated basis in accordance with generally
accepted accounting principles, less amounts attributable to Redeemable
Interests of such Person; provided, however, that, with respect to the Company
and its Restricted Subsidiaries, adjustments following the date of the Indenture
to the accounting books and records of the Company and its Restricted
Subsidiaries in accordance with Accounting Principles Board Opinions Nos. 16 and
17 (or successor opinions thereto) or otherwise resulting from the acquisition
of control of the Company by another Person shall not be given effect to.
 
     "Consolidated Subsidiaries" of any Person means all other Persons that
would be accounted for as consolidated Persons in such Person's financial
statements in accordance with generally accepted accounting principles;
provided, however, that, for any particular period during which any Subsidiary
of such Person was an Unrestricted Subsidiary, "Consolidated Subsidiaries" will
exclude such Subsidiary for such period (or portion thereof) during which it was
an Unrestricted Subsidiary.
 
     "Consolidated Total Assets" of any Person at any date means the
consolidated total assets of such Person and its Restricted Subsidiaries at such
date, as determined on a consolidated basis in accordance with generally
accepted accounting principles.
 
                                       37
<PAGE>   39
 
     "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person, (i) every
obligation of such Person for money borrowed, (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations Incurred in connection with the acquisition of property,
assets or businesses, (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person, (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business), (v) every Capital Lease Obligation of such Person, (vi) the maximum
fixed redemption or repurchase price of Redeemable Interests of such Person at
the time of determination, (vii) every net payment obligation of such Person
under interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements at the time of determination and (viii) every
obligation of the type referred to in Clauses (i) through (vii) of another
Person and all dividends of another Person the payment of which, in either case,
such Person has Guaranteed or for which such Person is responsible or liable,
directly or indirectly, jointly or severally, as obligor, Guarantor or
otherwise.
 
     "Excepted Disposition" means a transfer, conveyance, sale, lease or other
disposition by the Company or any Restricted Subsidiary of (i) the Capital Stock
or assets of Specialized Waste or (ii) any other asset of the Company or any
Restricted Subsidiary the fair market value of which does not exceed $5 million
by itself or $10 million in aggregate with all other assets disposed of in
Excepted Dispositions under this Clause (ii) in any fiscal year.
 
     "Guaranty" by any Person means any obligation, contingent or otherwise, of
such Person guaranteeing any Debt, or dividends or distributions on any equity
security, of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, and including, without limitation, any obligation of
such Person (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Debt, (ii) to purchase
property, securities or services for the purpose of assuring the holder of such
Debt of the payment of such Debt or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Debt (and "Guaranteed,"
"Guaranteeing" and "Guarantor" shall have meanings correlative to the
foregoing); provided, however, that the Guaranty by any Person shall not include
endorsements by such Person for collection or deposit, in either case, in the
ordinary course of business.
 
     "Increased Bank Facility Limit" means, in connection with any Bank Facility
Capacity Increase, the amount that is the least of (i) the aggregate amount of
Debt permitted to be outstanding under the terms of the Senior Credit Facility,
as amended pursuant to such Bank Facility Capacity Increase, (ii) the amount
equal to three times Consolidated EBITDA of Allied Waste NA and its Restricted
Subsidiaries for the most recently ended four fiscal quarters period for which
financial statements are available immediately preceding the date of such Bank
Facility Capacity Increase and (iii) the amount equal to the sum of (x) the
maximum amount of Debt that Allied Waste NA would be permitted to Incur on such
date under the Consolidated EBITDA Coverage Ratio test described in the first
paragraph under the covenant "Limitation on Debt of Allied Waste NA and its
Restricted Subsidiaries" on the terms contemplated by the Senior Credit
Facility, as amended by the Bank Facility Capacity Increase and (y) the
aggregate amount of Debt outstanding under the Senior Credit Facility on such
date.
 
     "Incur" means, with respect to any Debt of any Person, to create, issue,
incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise
become liable in respect of such Debt, or the taking of any other action which
would cause such Debt, in accordance with generally accepted accounting
principles, to be recorded on the balance sheet of such Person (and
"Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing); provided that, the Debt of any other Person
becoming a Restricted Subsidiary of such Person will be deemed for this purpose
to have been Incurred by such Person at the time such other Person becomes a
Restricted Subsidiary of such Person, provided, however, that a change in
generally accepted accounting principles that results in an obligation of such
Person that exists at such time becoming Debt shall not be deemed an Incurrence
of such Debt.
 
                                       38
<PAGE>   40
 
     "Intercompany Agreements" means the Management Agreement between the
Company and Allied Waste NA dated November 15, 1996.
 
     "Interest Rate or Currency Protection Agreement" of any Person means any
interest rate protection agreement (including, without limitation, interest rate
swaps, caps, floors, collars, derivative instruments and similar agreements),
and/or other types of interest hedging agreements and any currency protection
agreement (including foreign exchange contracts, currency swap agreements or
other currency hedging arrangements).
 
     "Investment" by any Person in any other Person means (i) any direct or
indirect loan, advance or other extension of credit or capital contribution to
or for the account of such other Person (by means of any transfer of cash or
other property to any Person or any payment for property or services for the
account or use of any Person, or otherwise), (ii) any direct or indirect
purchase or other acquisition of any Capital Stock, bond, note, debenture or
other debt or equity security or evidence of Debt, or any other ownership
interest, issued by such other Person, whether or not such acquisition is from
such or any other Person, (iii) any direct or indirect payment by such Person on
a Guaranty of any obligation of or for the account of such other Person or any
direct or indirect issuance by such Person of such a Guaranty or (iv) any other
investment of cash or other property by such Person in or for the account of
such other Person.
 
     "Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement or title exception, encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).
 
     "Net Available Proceeds" from any Asset Disposition by any Person that is
the Company or any Restricted Subsidiary means cash or readily marketable cash
equivalents received (including by way of sale or discounting of a note,
installment receivable or other receivable, but excluding any other
consideration received in the form of assumption by the acquiree of Debt or
other obligations relating to such properties or assets or received in any other
noncash form) therefrom by such Person, net of (i) all legal, title and
recording tax expenses, commissions and other fees and expenses Incurred and all
federal, state, provincial, foreign and local taxes required to be accrued as a
liability as a consequence of such Asset Disposition, (ii) all payments made by
such Person or its Restricted Subsidiaries on any Debt that is secured by such
assets in accordance with the terms of any Lien upon or with respect to such
assets or that must, by the terms of such Lien, or in order to obtain a
necessary consent to such Asset Disposition, or by applicable law, be repaid out
of the proceeds from such Asset Disposition (iii) amounts provided as a reserve
by such Person or its Restricted Subsidiaries, in accordance with generally
accepted accounting principles, against liabilities under any indemnification
obligations to the buyer in such Asset Disposition (except to the extent and at
the time any such amounts are released from any such reserve, such amounts shall
constitute Net Available Proceeds) and (iv) all distributions and other payments
made to minority interest holders in Restricted Subsidiaries of such Person or
joint ventures as a result of such Asset Disposition.
 
     "pari passu", when used with respect to the ranking of any Debt of any
Person in relation to other Debt of such Person, means that each such Debt (a)
either (i) is not subordinated in right of payment to any other Debt of such
Person or (ii) is subordinate in right of payment to the same Debt of such
Person as is the other Debt and is so subordinate to the same extent and (b) is
not subordinate in right of payment to the other Debt or to any Debt of such
Person as to which the other Debt is not so subordinate.
 
     "Permitted Interest Rate or Currency Protection Agreement" of any Person
means any Interest Rate or Currency Protection Agreement entered into with one
or more financial institutions in the ordinary course of business that is
designed to protect such Person against fluctuations in interest rates or
currency exchange rates with respect to Debt Incurred and which shall have a
notional amount no greater than the payments due with respect to the Debt being
hedged thereby.
 
     "Permitted Investment" means (i) Investments in the Company or any Person
that is, or as a consequence of such Investment becomes, a Restricted
Subsidiary, (ii) securities either issued directly or fully
 
                                       39
<PAGE>   41
 
guaranteed or insured by the government of the United States of America or any
agency or instrumentality thereof having maturities of not more than year, (iii)
time deposits and certificates of deposit, demand deposits and banker's
acceptances having maturities of not more than one year from the date of
deposit, of any domestic commercial bank having capital and surplus in excess of
$500 million and having peer group rating of B or better (or the equivalent
thereof) by Thompson BankWatch, Inc. or outstanding long-term debt rated BBB or
better (or the equivalent thereof) by Standard & Poor's Ratings Group or Baa or
better (or the equivalent thereof) by Moody's Investors Service, Inc., (iv)
demand deposits made in the ordinary course of business and consistent with the
Company's customary cash management policy in any domestic office of any
commercial bank organized under the laws of the United States of America or any
State thereof, (v) insured deposits issued by commercial banks of the type
described in Clause (iv) above, (vi) mutual funds whose investment guidelines
restrict such funds' investments primarily to those satisfying the provisions of
Clauses (ii) and (iii) above, (vii) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in Clauses
(ii) and (iii) above entered into with any bank meeting the qualifications
specified in Clause (iii) above, (viii) commercial paper (other than commercial
paper issued by an Affiliate or Related Person) rated A-1 or the equivalent
thereof by Standard & Poor's Ratings Group or P-1 or the equivalent thereof by
Moody's Investors Service, Inc., and in each case maturing within 360 days, (ix)
receivables owing to the Company or a Restricted Subsidiary of the Company if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms, (x) any Investment
consisting of loans and advances to employees of the Company or any Restricted
Subsidiary for travel, entertainment, relocation or other expenses in the
ordinary course of business, (xi) any Investment consisting of loans and
advances by the Company or any Restricted Subsidiary to employees, officers and
directors of the Company or Allied Waste NA in connection with management
incentive plans not to exceed $5 million at any time outstanding; provided,
however, that to the extent the proceeds thereof are used to purchase Capital
Stock (other than Redeemable Interests) of the Company, such limitation on the
amount of such Investments at any time outstanding shall not apply with respect
to such Investments, (xii) any Investment consisting of a Permitted Interest
Rate or Currency Protection Agreement, (xiii) any Investment acquired by the
Company or any of its Restricted Subsidiaries (A) in exchange for any other
Investment or accounts receivable held by the Company or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other Investment or the
obligor with respect to such accounts receivable or (B) as a result of a
foreclosure by the Company or any of its Restricted Subsidiaries with respect to
any secured Investment or other transfer of title with respect to any secured
Investment in default, (xiv) any Investment that constitutes part of the
consideration from an Asset Disposition made pursuant to, and in compliance
with, the covenant described above under "Repurchase at the Option of
Holders -- Asset Dispositions," (xv) Investments the payment for which consists
exclusively of Capital Stock (exclusive of Redeemable Interests) of the Company;
and (xvi) other Investments in an aggregate amount not to exceed $50 million.
 
     "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of such Person of any class or classes (however designated) that
ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up of such
Person, to shares of Capital Stock of any other class of such Person.
 
     "Public Offering" means any underwritten public offering of Capital Stock
pursuant to a registration statement filed under the Securities Act of 1933, as
amended.
 
     "Redeemable Interest" of any Person means any equity security of or other
ownership interest in such Person that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable) or
otherwise (including upon the occurrence of an event) matures or is required to
be redeemed (pursuant to any sinking fund obligation or otherwise) or is
convertible into or exchangeable for Debt or is redeemable at the option of the
holder thereof, in whole or in part, at any time prior to the final Stated
Maturity of the Notes.
 
     "Related Person" of any Person means, without limitation, any other Person
owning (a) 5% or more of the outstanding Common Stock of such Person or (b) 5%
or more of the Voting Stock or such Person.
 
                                       40
<PAGE>   42
 
     "Restricted Subsidiary" means (i) at any date, a Subsidiary of the Company
that is not an Unrestricted Subsidiary as of such date and (ii) for any period,
a Subsidiary of the Company that for any portion of such period is not an
Unrestricted Subsidiary, provided that such term shall mean such Subsidiary only
for such portion of such period.
 
     "Sale and Leaseback Transaction" means an arrangement with any lender or
investor or to which such lender or investor is a party providing for the
leasing by a Person of any property or asset of such Person which has been or is
being sold or transferred, more than 270 days after the acquisition thereof or
the completion of construction or commencement of operation thereof, by such
Person to such lender or investor or to any person to whom funds have been or
are to be advanced by such lender or investor on the security of such property
or asset. The stated maturity of such arrangement shall be the date of the last
payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.
 
   
     "Senior Credit Facility" means the Amended and Restated Credit Agreement,
dated as of October 1, 1997, among the Company, Allied Waste NA, Credit Suisse
First Boston, Goldman Sachs Credit Partners L.P., Citibank, N.A. and the other
Lenders referred to therein, or any bank credit agreement that replaces, amends,
supplements, restates or renews such Credit Agreement.
    
 
     "Subsidiary" of any Person means (i) a corporation more than 50% of the
combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of
such Person or by such Person and one or more Subsidiaries thereof, (ii) a
partnership of which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, is the general partner and has the power to direct the policies,
management and affairs or (iii) any other Person (other than a corporation) in
which such Person, or one or more other Subsidiaries of such Person or such
Person and one or more other Subsidiaries thereof, directly or indirectly, has
at least a majority ownership interest and power to direct the policies,
management and affairs thereof.
 
     "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.
 
     "Unrestricted Subsidiary" means (i) at any date, a Subsidiary of the
Company that is an Unrestricted Subsidiary in accordance with the provisions of
the Indenture described under the caption "Certain Covenants -- Unrestricted
Subsidiaries" and (ii) for any period, a Subsidiary of the Company that for any
portion of such period is an Unrestricted Subsidiary in accordance with the
provisions of the Indenture as described under the caption "Certain
Covenants -- Unrestricted Subsidiaries," provided that such term shall mean such
Subsidiary only for such portion of such period.
 
     "Voting Stock" of any Person means Capital Stock of such Person that
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.
 
                                       41
<PAGE>   43
 
     "Weighted Average Life to Maturity" means, as of the date of determination,
with respect to any Debt, the quotient obtained by dividing (i) the sum of the
products of the number of years from the date of determination to the dates of
each successive scheduled principal payment of such Debt and the amount of such
principal by (ii) the sum of all such principal payments.
 
INTEREST AND PAYMENTS
 
     No cash interest (other than Special Interest (as defined below, if any))
will accrue on the Exchange Notes prior to June 1, 2002. The Exchange Notes will
accrue interest at the rate per annum shown on the front cover of this Offering
Circular from June 1, 2002 or from the most recent Interest Payment Date to
which interest has been paid or provided for, payable semi-annually on June 1
and December 1 of each year, commencing December 1, 2002, until the principal
thereof is paid or made available for payment, to the Person in whose name the
Exchange Notes (or any predecessor Exchange Note) is registered at the close of
business on the preceding May 15 or November 15, as the case may be. The
Exchange Notes will bear interest on overdue principal and premium (if any) and,
to the extent permitted by law, overdue interest at the rate per annum shown on
the front cover of this Offering Circular plus 2%. Interest on the Exchange
Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(Section 301).
 
     Pursuant to the Registration Rights Agreement, the Company has agreed to
file and cause to become effective a registration statement relating to an
exchange offer for the Exchange Notes, or, in lieu thereof, to file and cause to
become effective a resale shelf registration statement for the Exchange Notes.
If such exchange offer or shelf registration statement is not filed or is not
declared effective, or if such exchange offer is not consummated, within the
time periods set forth in the Registration Rights Agreement, Special Interest
will accrue and be payable on the Exchange Notes either temporarily or
permanently. See "-- Registration Covenant; Exchange Offer."
 
     No service charge will be made for any registration of transfer or exchange
of Exchange Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Sections 203 and 307).
 
FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES
 
     Exchange Notes will be issued only in fully registered form, without
interest coupons, in denominations of $1,000 and integral multiples thereof. The
Exchange Notes generally will be represented by one or more fully-registered
global notes (collectively, the "Global Exchange Note"). Notwithstanding the
foregoing, Notes held in certificated form will be exchanged solely for Exchange
Notes in certificated form, as discussed below. The Global Exchange Note will be
deposited upon issuance with The Depository Trust Company ("DTC") and registered
in the name of DTC or a nominee of DTC (the "Global Exchange Note Registered
Owner"). Except as set forth below, the Global Exchange Note may be transferred,
in whole and not in part, only to another nominee of DTC or to a successor of
DTC or its nominee.
 
     A Holder may transfer or exchange Exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange
any Exchange Notes selected for redemption. Also, the Company is not required to
transfer or exchange an Exchange Note for a period of 15 days before a selection
of Exchange Notes to be redeemed.
 
     The registered Holder of an Exchange Note will be treated as the owner of
such Exchange Note for all purposes.
 
                                       42
<PAGE>   44
 
EXCHANGES OF BOOK-ENTRY EXCHANGE NOTES FOR CERTIFICATED EXCHANGE NOTES
 
     A beneficial interest in a Global Exchange Note may not be exchanged for an
Exchange Note in certificated form unless (i) DTC (x) notifies the Company that
it is unwilling or unable to continue as Depositary for the Global Exchange Note
or (y) has ceased to be a clearing agency registered under the Exchange Act, and
in either case the Company thereupon fails to appoint a successor Depositary,
(ii) the Company, at its option, notifies the Trustee in writing that it elects
to cause the issuance of the Exchange Notes in certificated form or (iii) there
shall have occurred and be continuing an Event of Default or any event which
after notice or lapse of time or both would be an Event of Default with respect
to the Exchange Notes. In all cases, certificated Exchange Notes delivered in
exchange for any Global Exchange Note or beneficial interests therein will be
registered in the names, and issued in any approved denominations, requested by
or on behalf of the Depositary (in accordance with its customary procedures).
Any such exchange will be effected through the DWAC System and an appropriate
adjustment will be made in the records of the Security Registrar to reflect a
decrease in the principal amount of the relevant Global Exchange Note.
 
CERTAIN BOOK-ENTRY PROCEDURES FOR GLOBAL EXCHANGE NOTES
 
     The descriptions of the operations and procedures of DTC that follow are
provided solely as a matter of convenience. These operations and procedures are
solely within the control of the respective settlement systems and are subject
to changes by them from time to time. The Company takes no responsibility for
these operations and procedures and urges investors to contact the system or
their participants directly to discuss these matters.
 
     DTC has advised the Company as follows: DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code and a "Clearing Agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its participants ("participants") and facilitate the clearance
and settlement of securities transactions between participants through
electronic book-entry changes in accounts of its participants, thereby
eliminating the need for physical transfer and delivery of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. Indirect
access to the DTC system is available to other entities such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly ("indirect
participants").
 
     DTC had advised the Company that its current practice, upon the issuance of
the Global Exchange Notes, is to credit, on its internal system, the respective
principal amount of the individual beneficial interests represented by such
Global Exchange Notes to the accounts with DTC of the participants through which
such interests are to be held. Ownership of beneficial interests in the Global
Exchange Notes will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC or its nominees (with respect
to interests of participants) and the records of participants and indirect
participants (with respect to interests of persons other than participants).
 
   
     AS LONG AS DTC, OR ITS NOMINEE, IS THE REGISTERED HOLDER OF A GLOBAL
EXCHANGE NOTE, DTC OR SUCH NOMINEE, AS THE CASE MAY BE, WILL BE CONSIDERED THE
SOLE OWNER AND HOLDER OF THE EXCHANGE NOTES REPRESENTED BY SUCH GLOBAL EXCHANGE
NOTE FOR ALL PURPOSES UNDER THE INDENTURE AND THE EXCHANGE NOTES. Except in the
limited circumstances described above under "-- Exchanges of Book-Entry Exchange
Notes for Certificated Notes," owners of beneficial interests in a Global
Exchange Note will not be entitled to have any portions of such Global Exchange
Note registered in their names, will not receive or be entitled to receive
physical delivery of Exchange Notes in definitive form and will not be
considered the owners or Holders of the Global Exchange Note (or any Exchange
Notes represented thereby) under the Indenture or the Exchange Notes.
    
 
     Investors may hold their interests in the Global Exchange Note directly
through DTC, if they are participants in such system, or indirectly through
organizations (including Euroclear and CEDEL) which are participants in such
system. The laws of some states require that certain persons take physical
delivery in definitive form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Global
 
                                       43
<PAGE>   45
 
Exchange Note to such persons may be limited to that extent. Because DTC can act
only on behalf of its participants, which in turn act on behalf of indirect
participants and certain banks, the ability of a person having beneficial
interests in a Global Exchange Note to pledge such interest to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of such interests, may be affected by the lack of a physical certificate
evidencing such interests.
 
     Payments of the principal of, premium, if any, and interest on Global
Exchange Notes will be made to DTC or its nominee as the registered owner
thereof. Neither the Company, the Trustee nor any of their respective agents
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Global
Exchange Notes or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
 
     The Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of a Global Exchange Note representing any
Exchange Notes held by it or its nominee, will credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such Global Exchange Note for such Exchange Notes as
shown on the records of DTC or its nominee. The Company also expects that
payments by participants to owners of beneficial interests in such Global
Exchange Note held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name." Such payments will be
the responsibility of such participants. None of the Company or the Trustee will
be liable for any delay by DTC or any of its participants in identifying the
beneficial owners of the Exchange Notes, and the Company and the Trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee as the registered owner of the Exchange Notes for all purposes.
 
     Interests in the Global Exchange Notes will trade in DTC's Same-Day Funds
Settlement System and secondary market trading activity in such interests will
therefore settle in immediately available funds, subject in all cases to the
rules and procedures of DTC and its participants. Transfers between participants
in DTC will be effected in accordance with DTC's procedures, and will be settled
in same-day funds.
 
     Because of time zone differences, the securities account of a Euroclear or
CEDEL participant purchasing an interest in a Global Exchange Note from a DTC
participant will be credited, and any such crediting will be reported to the
relevant Euroclear or CEDEL participant, during the securities settlement
processing day (which must be a business day for Euroclear and CEDEL)
immediately following the DTC settlement date. Cash received in Euroclear or
CEDEL as a result of sales of interests in a Global Exchange Note by or through
a Euroclear or CEDEL participant to a DTC participant will be received with
value on the DTC settlement date but will be available in the relevant Euroclear
or CEDEL cash account only as of the business day for Euroclear or CEDEL
following the DTC settlement date.
 
     DTC has advised the Company that it will take any action permitted to be
taken by a holder of Exchange Notes only at the direction of one or more
participants to whose accounts with DTC interests in the Global Exchange Notes
are credited and only in respect of such portion of the aggregate principal
amount of the Exchange Notes as to which such participant or participants has or
have given such direction. However, if there is an Event of Default (as defined
below) under the Exchange Notes, DTC reserves the right to exchange the Global
Exchange Notes for Exchange Notes in certificated form, and to distribute such
Exchange Notes to its participants.
 
     Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial ownership interests in the Global Exchange Notes among
participants of DTC, it is under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. None of
the Company, the Trustee nor any of their respective agents will have any
responsibility for the performance by DTC, or its participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations, including maintaining, supervising or reviewing the
records relating to, or payments made on account of, beneficial ownership
interests in Global Exchange Notes.
 
                                       44
<PAGE>   46
 
OPTIONAL REDEMPTION
 
     The Exchange Notes will not be subject to any redemption at the option of
the Company prior to December 1, 2001 except as set forth in the following
paragraphs. On or after December 1, 2001, the Exchange Notes will be subject to
redemption, in whole or in part, at the option of the Company at any time prior
to maturity, upon not less than 30 nor more than 60 days' notice mailed to each
Holder of Exchange Notes to be redeemed at the address of such Holder appearing
in the Security Register, in amounts of $1,000 or an integral multiple of $1,000
principal amount, (i) at the following Redemption Price (expressed as a
percentage of Accreted Value) plus any accrued but unpaid Special Interest to
but excluding the Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date to receive Special Interest due on an Interest
Payment Date that is on or prior to the Redemption Date), if redeemed during the
six-month period beginning on December 1 of the year indicated below:
 
<TABLE>
<CAPTION>
                                                                      REDEMPTION
                                       YEAR                             PRICE
               -----------------------------------------------------  ----------
               <S>                                                    <C>
               2001.................................................    107.000%
</TABLE>
 
and (ii) at the following Redemption Prices (expressed as percentages of
principal amount) plus any accrued but unpaid interest (including Special
Interest) to but excluding the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date to receive interest due on an
Interest Payment Date that is on or prior to the Redemption Date), if redeemed
during the twelve-month period beginning on June 1 of each of the years
indicated below:
 
<TABLE>
<CAPTION>
                                                                      REDEMPTION
                                       YEAR                             PRICE
               -----------------------------------------------------  ----------
               <S>                                                    <C>
               2002.................................................    105.650%
               2003.................................................    102.825
               2004 and thereafter..................................    100.000
</TABLE>
 
     At any time, or from time to time, prior to June 1, 2000 up to 33 1/3% in
aggregate principal amount of Exchange Notes originally issued under the
Indenture will be redeemable, at the option of the Company, from the net
proceeds of one or more Public Offerings of Capital Stock (other than Redeemable
Interests) of the Company, at a Redemption Price equal to 111.30% of their
Accreted Value as of, together with any accrued but unpaid Special Interest to,
the Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive any Special Interest due on an Interest Payment
Date that is on or prior to the Redemption Date); provided that the notice of
redemption with respect to any such redemption is mailed within 30 days
following the closing of the corresponding public offering. (Sections 203, 301
and 1102).
 
     If less than all the Notes are to be redeemed, the particular Notes to be
redeemed will be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Notes not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to $1,000 or any integral
multiple thereof) of the principal amount of Notes of a denomination larger than
$1,000. (Sections 1103, 1104 and 1105).
 
MANDATORY REDEMPTION
 
   
     Except as described below under "Repurchase at the Option of
Holders -- Asset Dispositions," "-- Change of Control," the Notes will not have
the benefit of any mandatory redemption or sinking fund obligations of the
Company.
    
 
REPURCHASE AT THE OPTION OF HOLDERS
 
  Asset Dispositions
 
     The Company may not make, and may not permit any Restricted Subsidiary to
make, any Asset Disposition (other than an Asset Disposition permitted under
"Mergers, Consolidations and Certain Sales and Purchases of Assets") unless: (i)
the Company (or such Restricted Subsidiary, as the case may be) receives
consideration at the time of such disposition at least equal to the fair market
value of the shares or the assets
 
                                       45
<PAGE>   47
 
disposed of, as determined in good faith by the Board of Directors for any
transaction (or series of transactions) involving in excess of $1 million and
not involving solely a sale of equipment or other assets specifically
contemplated by the Company's capital expenditure budget previously approved by
the Board of Directors; (ii) at least 75% of the consideration received by the
Company (or such Subsidiary) consists of (u) cash or readily marketable cash
equivalents, (v) the assumption of Debt or other liabilities reflected on the
consolidated balance sheet of the Company and its Restricted Subsidiaries in
accordance with generally accepted accounting principles (excluding Debt or any
other liabilities subordinate in right of payment to the Notes) and release from
all liability on such Debt or other liabilities assumed, (w) assets used in, or
stock or other ownership interests in a Person that upon the consummation of
such Asset Disposition becomes a Restricted Subsidiary and will be principally
engaged in, the business of the Company or any of its Wholly Owned Restricted
Subsidiaries as such business is conducted immediately prior to such Asset
Disposition or (x) any combination thereof; and (iii) 100% of the Net Available
Proceeds from such Asset Disposition (including from the sale of any marketable
cash equivalents received therein) are applied by the Company or a Restricted
Subsidiary, within one year from the later of the date of such Asset Disposition
or the receipt of such Net Available Proceeds, (A) first, to repayment of Debt
then outstanding under any agreements or instruments which would require such
application or which would prohibit payments pursuant to Clause (B) following;
(B) second, to the extent Net Available Proceeds are not required to be applied
to Debt as specified in Clause (A), to purchases of Outstanding Notes pursuant
to an Offer to Purchase (to the extent such an offer is not prohibited by the
terms of any Debt then outstanding) at a purchase price equal to (x) in the case
of any such purchase prior to June 1, 2002, 100% of their Accreted Value as of
the purchase date and (y) in the case of any such purchase on or after June 1,
2002, 100% of their principal amount, in each case, plus any accrued interest
(including Special Interest) to the date of purchase (subject to the rights of
Holders of record on the relevant Regular Record Date to receive interest due on
an Interest Payment Date that is on or prior to the purchase date) and, to the
extent required by the terms thereof, any other Debt of the Company that is pari
passu with the Notes at a price no greater than 100% of the principal amount
thereof plus accrued interest to the date of purchase (or 100% of the accreted
value in the case of original issue discount Debt); and (C) third, to the extent
of any remaining Net Available Proceeds following completion of such Offer to
Purchase, to any other use as determined by the Company which is not otherwise
prohibited by the Indenture. (Section 1014).
 
     Notwithstanding the foregoing, the Company will not be required to comply
with the provisions of the Indenture described in Clause (iii) of the preceding
paragraph if the Net Available Proceeds (less any amounts ("Reinvested Amounts")
invested within one year from the later of the date of the related Asset
Disposition or the receipt of such Net Available Proceeds in assets that will be
used in the business of the Company or any of its Wholly Owned Restricted
Subsidiaries as such business is conducted prior to such Asset Disposition
(determined by the Board of Directors in good faith)) are less than $50 million
(such lesser amount to be carried forward on a cumulative basis for purposes of
determining the application of this paragraph). Notwithstanding the foregoing,
if any Restricted Subsidiary in which a Reinvested Amount is invested becomes an
Unrestricted Subsidiary thereafter, then such change in status will be deemed an
Asset Disposition with Net Available Proceeds in an amount equal to such
Reinvested Amount, and such amount will be applied pursuant to Clause (iii)
above (subject to this paragraph). (Section 1014).
 
     Notwithstanding the foregoing, the Company will not be required to comply
with the requirements described in Clause (ii) of the second preceding paragraph
if the Asset Disposition is an Excepted Disposition.
 
   
     Any Offer to Purchase required by the provisions described above will be
effected by the sending of the written terms and conditions thereof (the "Offer
Document"), by first class mail, to Holders of the Exchange Notes within 30 days
after the date which is one year after the later of the date of such Asset
Disposition or the receipt of the related Net Available Proceeds. The form of
the Offer to Purchase and the requirements that a Holder must satisfy to tender
any Note pursuant to such Offer to Purchase are substantially the same as those
described below under "-- Change of Control."
    
 
                                       46
<PAGE>   48
 
  Change of Control
 
   
     Within 30 days following the date the Company becomes aware of the
consummation of a transaction that results in a Change of Control (as defined
below), the Company will commence an Offer to Purchase all Outstanding Exchange
Notes, at a purchase price equal to (x) in the case of any such purchase prior
to June 1, 2002, 101% of their Accreted Value as of the purchase date and (y) in
the case of any such purchase on or after June 1, 2002, 101% of their principal
amount, in each case (x) and (y), plus any accrued interest (including Special
Interest) to the date of purchase (subject to the rights of Holders of record on
the relevant Regular Record Date to receive interest due on an Interest Payment
Date that is on or prior to the date of purchase). Such obligation will not
continue after a discharge of the Company or defeasance from its obligations
with respect to the Notes. See "Defeasance."
    
 
     A "Change of Control" will be deemed to have occurred in the event that,
after the date of the Indenture, (i) any Person, or any Persons acting together
that would constitute a "group" (a "Group") for purposes of Section 13(d) of the
Exchange Act, together with any Affiliates or Related Persons thereof (other
than any employee stock ownership plan), beneficially own 50% or more of the
total voting power of all classes of Voting Stock of the Company, (ii) any
Person or Group, together with any Affiliates or Related Persons thereof,
succeeds in having sufficient of its nominees elected to the Board of Directors
of the Company such that such nominees, when added to any existing director
remaining on the Board of Directors of the Company after such election who is an
Affiliate or Related Person of such Person or Group, will constitute a majority
of the Board of Directors of the Company, (iii) there occurs any transaction or
series of related transactions, and the beneficial owners of the Voting Stock of
the Company immediately prior to such transaction (or series) do not,
immediately after such transaction (or series), beneficially own Voting Stock
representing more than 50% of the total voting power of all classes of Voting
Stock of the Company (or in the case of a transaction (or series) in which
another entity becomes a successor to the Company, of the successor entity) or
(iv) Allied Waste NA ceases to be a Subsidiary of the Company. (Section 1015).
 
   
     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Exchange Notes resulting from a Change of Control.
    
 
   
     The terms of the Senior Credit Facility prohibit and the terms of the
indenture relating to the Allied Waste NA Notes limit Allied Waste NA from
paying dividends or other distributions to the Company in respect of the Capital
Stock of Allied Waste NA, and thus may effectively prohibit any repurchase of
Exchange Notes by the Company, in the event of a Change of Control, unless all
indebtedness then outstanding under the Senior Credit Facility and the Allied
Waste NA Notes are first repaid. In order to repay such indebtedness and
repurchase the Exchange Notes, it may be necessary for the Company to
recapitalize and/or refinance some or all of its outstanding indebtedness. There
can be no assurance that such recapitalization or refinancing, if required,
would be accomplished on favorable terms, in a timely manner or at all. See
"Risk Factors -- Holding Company Structure; Structural Subordination."
    
 
   
     Prior to the mailing of an Offer Document, the Company will in good faith
seek to obtain any required consents of the lenders under the Senior Credit
Facility and holders of the Allied Waste NA Notes or repay the outstanding
obligations thereunder. The right of the Holders to require the Company to
purchase Exchange Notes pursuant to an Offer will be subject to obtaining the
requisite consents or to making such repayment.
    
 
   
     Within 30 days of a Change of Control, an Offer Document will be sent, by
first class mail, to Holders of the Exchange Notes, accompanied by such
information regarding the Company and its Subsidiaries as the Company in good
faith believes will enable such Holders to make an informed decision with
respect to the Offer to Purchase, which at a minimum will include (a) the most
recent annual and quarterly financial statements and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained in the
documents required to be filed with the Trustee pursuant to the provisions
described under "Certain Covenants -- Provision of Financial Information" below
(which requirements may be satisfied by delivery of such documents together with
the Offer to Purchase), (b) a description of material developments in the
Company's business subsequent to the date of the latest of such financial
statements referred to in
    
 
                                       47
<PAGE>   49
 
   
Clause (a) (including a description of the events requiring the Company to make
the Offer to Purchase), (c) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events requiring the
Company to make the Offer to Purchase and (d) any other information required by
applicable law to be included therein. The Offer Document will contain all
instructions and materials necessary to enable Holder's of the Exchange Notes to
tender Exchange Notes pursuant to the Offer to Purchase. The Offer Document will
also state (i) that a Change of Control has occurred (or, if the Offer to
Purchase is delivered in connection with an Asset Disposition, that an Asset
Disposition has occurred) and that the Company will offer to purchase the
Holders Exchange Notes, (ii) the Expiration Date of the Offer to Purchase, which
will be, subject to any contrary requirements of applicable law, not less than
30 days or more than 60 days after the date of such Offer Document, (iii) the
Purchase Date for the purchase of Exchange Notes which will be within five
Business Days after the Expiration Date, (iv) the aggregate principal amount of
Exchange Notes to be purchased (including, if less than 100%, the manner by
which such purchase has been determined pursuant to the Indenture) and the
purchase price and (v) a description of the procedure which a Holder must follow
to tender all or any portion of the Exchange Notes. (Sections 101 and 1016).
    
 
   
     To tender any Exchange Note, a Holder must surrender such Exchange Note at
the place or places specified in the Offer Document prior to the close of
business on the Expiration Date (such Note being, if the Company or the Trustee
so requires, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing). Holders will be
entitled to withdraw all or any portion of Exchange Notes tendered if the
Company (or its Paying Agent) receives, not later than the close of business on
the expiration date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Exchange Note the
Holder tendered, the certificate number of the Exchange Note the Holder tendered
and a statement that such Holder is withdrawing all or a portion of his tender.
Any portion of an Exchange Note tendered must be tendered in an integral
multiple of $1,000 principal amount. (Section 101).
    
 
REGISTRATION COVENANT; EXCHANGE OFFER
 
   
     The Company entered into an Exchange and Registration Rights Agreement (the
"Registration Rights Agreement") pursuant to which the Company agreed, for the
benefit of the holders of the Notes, (i) to file with the Commission, within 60
days following the closing of the issuance and sale of the Notes (the
"Closing"), a registration statement (the "Exchange Offer Registration
Statement") under the Securities Act relating to an Exchange Offer (the
"Exchange Offer") pursuant to which securities substantially identical to the
Notes (except that such securities will not contain terms with respect to the
special interest payments described below or transfer restrictions) (the
"Exchange Notes") would be offered in exchange for the then outstanding Notes
tendered at the option of the Holders thereof and (ii) to use its best efforts
to cause the Exchange Offer Registration Statement to become effective as soon
as practicable, but in no case later than 180 days following the Closing. The
Company has further agreed to use its best efforts to commence and complete the
Exchange Offer promptly, but no later that 45 days after such registration
statement has become effective, hold the Exchange Offer open for at least 30
days, and issue Exchange Notes for all Notes validly tendered and not withdrawn
before the expiration of the Exchange Offer.
    
 
     The summary herein of certain provisions of the Registration Rights
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the Registration Rights
Agreement, a copy of which will be available upon request to the Company.
 
     Under existing Commission interpretations, the Exchange Notes would in
general be freely transferable after the Exchange Offer without further
registration under the Securities Act, except that broker-dealers
("Participating Broker-Dealers") receiving Exchange Notes in the Exchange Offer
will be subject to a prospectus delivery requirement with respect to resale of
those Exchange Notes. The Commission has taken the position that Participating
Broker-Dealers may fulfill their prospectus delivery requirements with respect
to such Exchange Notes (other than a resale of any unsold allotment from the
original sale of the Notes) by delivery of the prospectus contained in the
Exchange Offer Registration Statement. Under the Registration Rights Agreement,
the Company is required to allow Participating Broker-Dealers to use the
prospectus contained in the Exchange Offer Registration Statement in connection
with the resale of such Exchange
 
                                       48
<PAGE>   50
 
Notes. The Exchange Offer Registration Statement will be kept effective for a
period of 90 days after the Exchange Offer has been completed in order to permit
resales of Exchange Notes acquired by broker-dealers in the Exchange Offer for
Notes acquired in after-market transactions. Each holder of the Notes (other
than certain specified holders) who wishes to exchange such Notes for Exchange
Notes in the Exchange Offer will be required to represent that any Exchange
Notes to be received by it will be acquired in the ordinary course of its
business, that at the time of the commencement of the Exchange Offer it has no
arrangement with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes and that it is not an
Affiliate of the Company.
 
     However, if on or before the date of consummation of the Exchange Offer the
existing Commission interpretations are changed such that the Exchange Notes
would not in general be freely transferable on such date, the Company will, in
lieu of effecting registration of Exchange Notes, use its best efforts to file a
registration statement under the Securities Act relating to a shelf registration
of the Notes for resale by Holders (such registration, the "Shelf Registration"
and such registration statement, the "Shelf Registration Statement") as soon as
practicable, but no later than the later of 30 days after the time such
obligation to file arises and 60 days after the Closing. In addition, in the
event that the Purchasers shall not have resold all of the Notes initially
purchased by them from the Company prior to the consummation of the Exchange
Offer, the Company shall file under the Securities Act as soon as practicable a
Shelf Registration Statement. The Company agrees to use its best efforts to
cause the Shelf Registration Statement to become or be declared effective no
later than 120 days after such Shelf Registration Statement is filed and to keep
such Shelf Registration Statement continuously effective until the second
anniversary of the Closing. The Company will, in the event of the Shelf
Registration, provide to the Holders of the Notes copies of the prospectus that
is a part of the Shelf Registration Statement, notify such Holders when the
Shelf Registration Statement for the Notes has become effective and take certain
other actions as are required to permit unrestricted resales of the Notes. A
Holder of Notes that sells such Notes pursuant to the Shelf Registration
Statement generally will be required to be named as a selling securityholder in
the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of the
Registration Rights Agreement that are applicable to such a Holder (including
certain indemnification obligations).
 
   
     Although the Company has filed the registration statement previously
described, there can be no assurance that the registration statement will become
effective. In the event that (i) the Company has not filed the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed as described above,
(ii) such Exchange Registration Statement or Shelf Registration Statement has
not become or been declared effective by the Commission on or before the date on
which such registration statement is required to become or be declared effective
as described above, (iii) the Exchange Offer has not been completed within 45
days after the initial effective date of the Exchange Offer Registration
Statement (if the Exchange Offer is then required to be made) or (iv) any
Exchange Offer Registration Statement or Shelf Registration Statement required
as described above is filed and declared effective but shall thereafter either
be withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
in the Registration Rights Agreement) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in Clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, special cash interest ("Special Interest"), in addition to
any base interest that would otherwise accrue on the Notes, shall accrue and be
payable at a per annum rate of 0.25% for the first 90 days of the Registration
Default Period, at a per annum rate of 0.50% for the second 90 days of the
Registration Default Period, at a per annum rate of 0.75% for the third 90 days
of the Registration Default Period and at a per annum rate of 1.0% thereafter
for the remaining portion of the Registration Default Period. The Special
Interest will be payable in cash semiannually in arrears on each June 1 and
December 1. Special Interest, if any, will be computed on the basis of a 365 or
366 day year, as the case may be, and the number of days actually elapsed.
    
 
                                       49
<PAGE>   51
 
   
     The Notes and the Exchange Notes will be considered collectively to be a
single class and series for all purposes under the Indenture, including waivers,
amendments, redemptions and Offers to Purchase, and for purposes of this
Description of the Exchange Notes (except under this caption "Registration
Covenant; Exchange Offer"), all references herein to "Notes" shall be deemed to
refer collectively to the Notes and any Exchange Notes, unless the context
otherwise requires.
    
 
CERTAIN COVENANTS
 
     The Indenture contains, among others, the following covenants:
 
  Limitation on Debt of the Company and Certain of its Restricted Subsidiaries
 
     The Company may not Incur any Debt and may not permit any of its Restricted
Subsidiaries (other than Allied Waste NA and its Restricted Subsidiaries) to
Incur any Debt or issue Preferred Stock unless, immediately after giving pro
forma effect to the Incurrence of such Debt or issuance of such Preferred Stock
and the receipt and application of the proceeds thereof, the Consolidated EBITDA
Coverage Ratio of the Company and its Restricted Subsidiaries for the four full
fiscal quarters next preceding the Incurrence of such Debt or issuance of such
Preferred Stock, calculated on a pro forma basis as if such Debt had been
Incurred or such Preferred Stock had been issued and the proceeds thereof had
been received and so applied at the beginning of the four fiscal quarters, would
be greater than 2.0 to 1.0.
 
     Without regard to the foregoing limitations, the Company and its Restricted
Subsidiaries (other than Allied Waste NA and its Restricted Subsidiaries) may
Incur the following Debt:
 
          (i) Debt under the Senior Credit Facility in an aggregate principal
     amount at any one time outstanding not to exceed the Bank Facility Limit
     then in effect;
 
          (ii) Debt owed by the Company to any Restricted Subsidiary or Debt
     owed by a Restricted Subsidiary to the Company or to a Restricted
     Subsidiary; provided, however, that in the event that either (x) the
     Company or the Restricted Subsidiary to which such Debt is owed transfers
     or otherwise disposes of such Debt to a Person other than the Company or
     another Restricted Subsidiary or (y) such Restricted Subsidiary ceases to
     be a Restricted Subsidiary, the provisions of this Clause (ii) shall no
     longer be applicable to such Debt and such Debt shall be deemed to have
     been Incurred at the time of such transfer or other disposition or at the
     time such Restricted Subsidiary ceases to be a Restricted Subsidiary;
 
          (iii) Debt outstanding on the date of the Indenture;
 
          (iv) Debt consisting of Permitted Interest Rate or Currency Protection
     Agreements;
 
   
          (v) Debt incurred to renew, extend, refinance or refund any
     outstanding Debt permitted in Clauses (i) through (iii) above; provided,
     however, that such Debt does not exceed the principal amount (or accreted
     value in the case of original issue discount Debt) of Debt so renewed,
     extended, refinanced or refunded; and provided further, that Debt the
     proceeds of which are used to refinance or refund Debt which expressly
     states that it is subordinate in right of payment to the Exchange Notes
     shall only be permitted if (A) the refinancing or refunding Debt is made
     subordinate to the Exchange Notes to substantially the same extent as, or a
     greater extent than, the Debt being refinanced or refunded is subordinated
     to the Exchange Notes and (B) such refinancing or refunding Debt (x) does
     not have a final Stated Maturity earlier than the final Stated Maturity of
     the refinanced or refunded Debt or permit redemption or other retirement of
     such Debt (including pursuant to an offer to purchase by the Company) at
     the option of the holder thereof prior to the final Stated Maturity of the
     Debt being refinanced or refunded, other than a redemption or other
     retirement at the option of the holder of such Debt on terms and in
     circumstances that are substantially similar to those on and in which the
     Debt being refinanced may be redeemed or otherwise retired and (y) does not
     have a Weighted Average Life less than the Weighted Average Life of the
     Debt being refinanced; and
    
 
          (vi) Debt not otherwise permitted to be incurred pursuant to Clauses
     (i) through (v) above, which, in aggregate amount, together with the
     aggregate amount of all other Debt previously Incurred pursuant
 
                                       50
<PAGE>   52
 
     to the provisions of the Indenture described under this Clause (vi) and
     then outstanding, does not exceed $75 million. (Section 1008).
 
  Limitation on Debt of Allied Waste NA and its Restricted Subsidiaries
 
     The Company may not permit Allied Waste NA or any Restricted Subsidiary of
Allied Waste NA to incur any Debt or issue Preferred Stock unless, immediately
after giving effect to the Incurrence of such Debt or issuance of such Preferred
Stock and the receipt and application of the proceeds thereof, the Consolidated
EBITDA Coverage Ratio of Allied Waste NA and its Restricted Subsidiaries for the
four full fiscal quarters next preceding the Incurrence of such Debt or issuance
of such Preferred Stock, calculated on a pro forma basis as if such Debt had
been Incurred or such Preferred Stock had been issued and the proceeds thereof
had been received and so applied at the beginning of the four full fiscal
quarters, would be greater than 2.0 to 1.0 if such Incurrence or issuance is on
or prior to December 31, 1999 and 2.25 to 1.0 if thereafter. (Section 1009).
 
     Without regard to the foregoing limitations, Allied Waste NA and its
Restricted Subsidiaries may Incur the following Debt:
 
          (i) Debt under the Senior Credit Facility in an aggregate principal
     amount at any one time outstanding not to exceed the Bank Facility Limit
     then in effect;
 
          (ii) Debt owned by Allied Waste NA to the Company or to any Restricted
     Subsidiary or Debt owed by a Restricted Subsidiary of Allied Waste NA to
     the Company or to a Restricted Subsidiary; provided, however, that in the
     event that either (x) the Company or the Restricted Subsidiary to which
     such Debt is owed transfers or otherwise disposes of such Debt to a Person
     other than the Company or another Restricted Subsidiary or (y) such
     Restricted Subsidiary ceases to be a Restricted Subsidiary, the provisions
     of this Clause (ii) shall no longer be applicable to such Debt and such
     Debt shall be deemed to have been Incurred at the time of such transfer or
     other disposition or at the time such Restricted Subsidiary ceases to be a
     Restricted Subsidiary;
 
          (iii) Debt outstanding on the date of the Indenture;
 
          (iv) Debt Incurred in connection with an acquisition, merger or
     consolidation transaction permitted under the provisions of the Indenture
     described under "Mergers, Consolidations and Certain Sales and Purchases of
     Assets," which Debt (A) was issued by a Person prior to the time such
     Person becomes a Restricted Subsidiary of Allied Waste NA in such
     transaction (including by way of merger or consolidation with Allied Waste
     NA or another Restricted Subsidiary of Allied Waste NA) and was not issued
     in contemplation of such transaction or (B) is issued by Allied Waste NA or
     a Restricted Subsidiary of Allied Waste NA to a seller in connection with
     such transaction, in an aggregate amount for all such Debt issued pursuant
     to the provisions of the Indenture described under this Clause (iv) not to
     exceed $50 million at any one time outstanding;
 
          (v) Debt consisting or Permitted Interest Rate or Currency Protection
     Agreements;
 
   
          (vi) Debt Incurred to renew, extend, refinance or refund any
     outstanding Debt permitted in Clauses (i) through (iv) above; provided,
     however, that such Debt does not exceed the principal amount (or accreted
     value in the case of original issued discount Debt) of Debt so renewed,
     extended, refinanced or refunded; and provided further, that Debt the
     proceeds of which are used to refinance or refund Debt which expressly
     states that it is subordinate in right of payment to the Exchange Notes
     shall only be permitted if (A) the refinancing or refunding Debt is made
     subordinate to the Exchange Notes to substantially the same extent as, or a
     greater extent than, the Debt being refinanced or refunded is subordinated
     to the Notes and (B) such refinancing or refunding Debt (x) does not have a
     final Stated Maturity earlier than the final Stated Maturity of the
     refinanced or refunded Debt or permit redemption or other retirement of
     such Debt (including pursuant to an offer purchase by the Company) at the
     option of the holder thereof prior to the final Stated Maturity of the Debt
     being refinanced or refunded, other than a redemption or other retirement
     at the option of the holder of such Debt on terms and in circumstances that
     are substantially similar to those on and in which the Debt being
     refinanced may be
    
 
                                       51
<PAGE>   53
 
     redeemed or otherwise retired and (y) does not have a Weighted Average Life
     less than the Weighted Average Life of the Debt being refinanced; and
 
          (vii) Debt not otherwise permitted to be Incurred pursuant to Clauses
     (i) through (vi) above, which, in aggregate amount, together with the
     aggregate amount of all other Debt previously Incurred pursuant to the
     provisions of the Indenture described under this Clause (vii) and then
     outstanding, does not exceed 5% of the Consolidated Total Assets of Allied
     Waste NA and its Restricted Subsidiaries at the time of such Incurrence.
     (Section 1009).
 
     Notwithstanding the foregoing, the Company may not permit Allied Insurance
to Incur any Debt other than reimbursement obligations with respect to letters
of credit and other financial assurance obligations issued to enable Allied
Insurance to issue insurance policies for the benefit of the Company and its
Restricted Subsidiaries.
 
  Limitation on Restricted Payments
 
   
     The Company may not, and may not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend, or make any
distribution, of any kind or character (whether in cash, property or securities)
in respect of the Capital Stock of the Company or any Restricted Subsidiary or
to the holders thereof in their capacity as such (excluding any dividends or
distributions) (u) to the extent payable in shares of the Capital Stock of the
Company (other than Redeemable Interests) or in options, warrants or other
rights to acquire the Capital Stock of the Company (other than Redeemable
Interests), (v) dividends or distributions by a Restricted Subsidiary to the
Company or another Restricted Subsidiary and (w) the payment of pro rata
dividends by a Restricted Subsidiary to holders of both minority and majority
interests in such Restricted Subsidiary), (ii) purchase, redeem or otherwise
acquire or retire for value (a) any Capital Stock of the Company or any Capital
Stock of or other ownership interests in any Subsidiary or any Affiliate or
Related Person of the Company or (b) any options, warrants or rights to purchase
or acquire shares of Capital Stock of the Company or any Capital Stock of or
other ownership interests in any Subsidiary or any Affiliate or Related Person
of the Company (excluding, in each case of (a) and (b), the purchase,
redemption, acquisition or retirement by any Restricted Subsidiary of any of its
Capital Stock, other ownership interests or options, warrants or rights to
purchase such Capital Stock or other ownership interests, in each case, owned by
the Company or a Wholly Owned Restricted Subsidiary), (iii) make any Investment
that is not a Permitted Investment or (iv) redeem, defease, repurchase, retire
or otherwise acquire or retire for value prior to any scheduled maturity,
repayment or sinking fund payment, Debt of the Company (other than the Exchange
Notes) that is subordinate in right of payment to the Exchange Notes (each of
the transactions described in Clauses (i) through (iv) being a "Restricted
Payment"), if:
    
 
          (1) an Event of Default, or an event that with the lapse of time or
     the giving of notice, or both, would constitute an Event of Default, shall
     have occurred and be continuing;
 
          (2) the Company would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the most recently ended four full fiscal
     quarter period for which internal financial statements are available
     immediately preceding the date of such Restricted Payment, not have been
     permitted to Incur at least $1.00 of additional Debt pursuant to the
     Consolidated EBITDA Coverage Ratio test described under "Limitation on Debt
     of the Company and Certain of its Restricted Subsidiaries" above; or
 
          (3) upon giving effect to such Restricted Payment, the aggregate of
     all Restricted Payments (excluding Restricted Payments permitted by Clauses
     (i), (iii) and (iv) of the next succeeding paragraph) from the date of the
     Indenture (the amount so expended, if other than in cash, determined in
     good faith by the Board of Directors) exceeds the sum, without duplication,
     of:
 
             (a) 50% of the aggregate Consolidated Net Income (or, in case
        Consolidated Net Income shall be negative, less 100% of such deficit)
        for the period (taken as one accounting period) from January 1, 1997 to
        the end of the Company's most recently ended fiscal quarter for which
        internal financial statements are available at the time of such
        Restricted Payment;
 
                                       52
<PAGE>   54
 
             (b) 100% of the aggregate net cash proceeds from the issuance and
        sale (other than to a Restricted Subsidiary) of Capital Stock (other
        than Redeemable Interests) of the Company and options, warrants or other
        rights to acquire Capital Stock (other than Redeemable Interests and
        Debt convertible into Capital Stock) of the Company and the principal
        amount of Debt and Redeemable Interests of the Company that has been
        converted into Capital Stock (other than Redeemable Interests) of the
        Company after January 1, 1997, provided that any such net proceeds
        received by the Company from an employee stock ownership plan financed
        by loans from the Company or a Subsidiary of the Company shall be
        included only to the extent such loans have been repaid with cash on or
        prior to the date of determination;
 
             (c) 50% of any dividends received by the Company or a Wholly Owned
        Restricted Subsidiary after January 1, 1997 from an Unrestricted
        Subsidiary of the Company; and
 
             (d) $10 million. (Section 1010).
 
     The foregoing covenant will not be violated by reason of:
 
          (i) the repurchase by the Company of the Warrant to purchase 20.4
     million shares of the Company's Common Stock and the repurchase by the
     Company or Allied Finance of the Allied Finance Debentures;
 
          (ii) the payment of any dividend within 60 days after declaration
     thereof if at the declaration date such payment would have complied with
     the foregoing covenant;
 
          (iii) any refinancing or refunding of Debt permitted pursuant to
     Clause (vi) of the second paragraph under "Limitation on Debt of Allied
     Waste NA and its Restricted Subsidiaries" or pursuant to Clause (v) of the
     second paragraph under "Limitation on Debt of the Company and Certain of
     its Restricted Subsidiaries" above; and
 
          (iv) the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of the Company or any options, warrants or
     rights to purchase or acquire shares of Capital Stock of the Company in
     exchange for, or out of the net cash proceeds of, the substantially
     concurrent issuance or sale (other than to a Restricted Subsidiary) of
     Capital Stock (other than Redeemable Interests) of the Company; provided
     that the amount of any such net cash proceeds that are utilized for any
     such purchase, redemption or other acquisition or retirement for value
     shall be excluded from Clause(3)(b) in the foregoing paragraph.
 
     Upon the designation of any Restricted Subsidiary as an Unrestricted
Subsidiary, an amount equal to the greater of the book value and the fair market
value of all assets of such Restricted Subsidiary at the end of the Company's
most recently ended fiscal quarter for which internal financial statements are
available prior to such designation will be deemed to be a Restricted Payment at
the time of such designation for purposes of calculating the aggregate amount of
Restricted Payments (including the Restricted Payment resulting from such
designation) permitted under provisions described in the second preceding
paragraph. (Section 1010).
 
  Limitations Concerning Distributions by Subsidiaries, Etc.
 
   
     The Company may not, and may not permit any Restricted Subsidiary to,
suffer to exist any consensual encumbrance or restriction on the ability of such
Restricted Subsidiary: (i) to pay, directly or indirectly, dividends or make any
other distributions in respect of its Capital Stock or other ownership interests
or pay any Debt or other obligation owed to the Company or any other Restricted
Subsidiary; (ii) to make loans or advances to the Company or any other
Restricted Subsidiary; or (iii) to sell, lease or transfer any of its property
or assets to the Company or any Wholly Owned Restricted Subsidiary, except, in
any such case, any encumbrance or restriction: (a) pursuant to the Exchange
Notes, the Indenture or any other agreement in effect on the date of the
Indenture, (b) pursuant to the Allied Waste NA Notes, including any Guarantees
thereof or Liens securing any of such Debt, (c) pursuant to the Senior Credit
Facility, including any Guarantees of or Liens securing the Debt incurred
thereunder, (d) pursuant to an agreement relating to any Debt Incurred by such
Subsidiary prior to the date on which such Subsidiary was acquired by the
Company
    
 
                                       53
<PAGE>   55
 
and outstanding on such date and not Incurred in anticipation of becoming a
Subsidiary, (e) pursuant to an agreement which has been entered into for the
pending sale or disposition of all or substantially all of the Capital Stock,
other ownership interests or assets of such Subsidiary, provided that such
restriction terminates upon consummation or abandonment of such disposition and
upon termination of such agreement, (f) pursuant to customary non-assignment
provisions in leases entered into in the ordinary course of business, (g)
pursuant to purchase money obligations for property acquired in the ordinary
course of business or liens in connection therewith permitted to be incurred
under "-- Limitation on Liens" that impose restrictions of the nature described
in Clause (iii) above on the property so acquired, (h) pursuant to Debt
permitted to be Incurred by Allied Waste NA and its Restricted Subsidiaries
pursuant to the provisions of the Indenture described under "Limitation on Debt
of Allied Waste NA and its Restricted Subsidiaries," provided, however, that the
provisions relating to such encumbrance or restriction contained in such Debt
are no more restrictive in any material respect than the restrictions contained
in the indenture pursuant to which the Allied Waste NA Notes were issued or (i)
pursuant to an agreement effecting a renewal, extension, refinancing or
refunding of Debt Incurred pursuant to an agreement referred to in Clause (a),
(b), (c) or (h) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in such renewal, extension, refinancing or
refunding agreement are no more restrictive in any material respect than the
provisions contained in the agreement it replaces, as determined in good faith
by the Board of Directors. (Section 1011).
 
  Limitation on Liens
 
   
     The Company may not incur any Lien on property or assets of the Company now
owned or hereafter acquired without making effective provision for securing the
Exchange Notes, provided that in the event such Lien secures Debt which is
subordinate in right of payment to the Exchange Notes, the Exchange Notes are
secured on a basis prior to such Debt as to such property or assets for so long
as such Debt will be so secured. (Section 1012).
    
 
  Limitation on Transactions with Affiliates and Related Persons
 
     The Company may not, and may not permit any Restricted Subsidiary of the
Company to, directly or indirectly, enter into any transaction (or series of
related transactions) after the date of the Indenture with any Affiliate or
Related Person unless: (i) such Affiliate or Related Person is (both before and
after such transaction) (a) the Company or a Restricted Subsidiary or (b)
another Restricted Subsidiary the minority interests in which are not held by
any Affiliate or Related Person; or (ii) where the total consideration given or
to be provided by the Company or such Restricted Subsidiary in or pursuant to
such transaction (or series) (including cash, the fair value of noncash property
and the assumption of Debt) (a) will be no more than $1 million, the Chief
Executive Officer, the Chief Operating Officer or the Chief Financial Officer
certifies in an Officer's Certificate that the terms of the transaction (or
series) are in the best interests of the Company or such Restricted Subsidiary
and are no less favorable to the Company or such Restricted Subsidiary than
those that could be obtained in a comparable arm's-length transaction with an
entity that is not an Affiliate or Related Person, (b) will be in excess of $1
million but no more than $5 million, a majority of the disinterested members of
the Board of Directors determines in its good faith judgment that the terms of
the transaction are in the best interests of the Company or such Restricted
Subsidiary and are no less favorable to the Company or such Restricted
Subsidiary than those that could be obtained in a comparable arm's-length
transaction with an entity that is not an Affiliate or a Related Person; or (c)
will be in excess of $5 million, a nationally recognized investment banking firm
(which may not be an Affiliate or Related Person of the Company), delivers a
written opinion to the Board of Directors prior to consummation of such
transaction (or series) that the terms of the transaction (or series) are in the
best interests of the Company or such Restricted Subsidiary and are no less
favorable to the Company or such Restricted Subsidiary than those that could be
obtained in a comparable arm's-length transaction with an entity that is not an
Affiliate or Related Person; provided, however, that the foregoing restriction
will not apply to the Repurchase or to the Intercompany Agreements as in effect
on the date of the Indenture or the transactions contemplated thereby. (Section
1013).
 
                                       54
<PAGE>   56
 
  Limitation on Sale of Capital Stock of Subsidiaries
 
     The Company may not, and may not permit any Restricted Subsidiary to,
issue, transfer, convey, lease or otherwise dispose of any shares of Capital
Stock of or other ownership interests in a Restricted Subsidiary or securities
convertible or exchangeable into, or options, warrants, rights or any other
interest with respect to, Capital Stock of or other ownership interests in a
Restricted Subsidiary to any Person (other than the Company or a Wholly Owned
Restricted Subsidiary) except in a transaction that consists of a sale of all of
the Capital Stock of or other ownership interests in such Subsidiary owned by
the Company and any Subsidiary of the Company and that complies with the
provisions described under "Repurchase at the Option of Holders -- Asset
Dispositions" above to the extent such provisions apply. (Section 1019).
 
  Restriction on Business and Incurrence of Debt by Allied Finance
 
     Allied Finance may not, and the Company may not permit Allied Finance to,
engage in any activities, transactions or business, including, without
limitation, the Incurrence of any Debt, provided that the foregoing will not
prohibit Allied Finance from holding the Allied Canada Debentures and engaging
in any other activities and transactions that are directly related to its status
as an obligor under the Allied Finance Debentures or its status as a holder of
the Allied Canada Debentures. (Section 1020).
 
  Provision of Financial Information
 
     Whether or not the Company is required to be subject to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, or any successor provision
thereto, the Company will file with the Commission the annual reports, quarterly
reports and other documents which the Company would have been required to file
with the Commission pursuant to such Section 13(a) or 15(d) or any successor
provision thereto if the Company were so required, such documents to be filed
with the Commission on or prior to the respective dates (the "Required Filing
Dates") by which the Company would have been required so to file such documents
if the Company were so required. The Company shall also in any event (a) within
15 days of each Required Filing Date (i) transmit by mail to all Holders, as
their names and addresses appear in the Security Register, without cost to such
Holders, and (ii) file with the Trustee, copies of the annual reports, quarterly
reports and other documents which the Company files with the Commission pursuant
to such Section 13(a) or 15(d) or any successor provisions thereto or would have
been required to file with the Commission pursuant to such Section 13(a) or
15(d) or any successor provisions thereto if the Company were required to comply
with such Sections and (b) if filing such documents by the Company with the
Commission is not permitted under the Securities Exchange Act of 1934, promptly
upon written request supply copies of such documents to any prospective Holder.
(Section 1016).
 
  Unrestricted Subsidiaries
 
     The Company at any time may designate any Person that is a Subsidiary, or
after the date of the Indenture becomes a Subsidiary, of the Company as an
"Unrestricted Subsidiary," whereupon (and until such Person ceases to be an
Unrestricted Subsidiary) such Person and each other Person that is then or
thereafter becomes a Subsidiary of such Person will be deemed to be an
Unrestricted Subsidiary. In addition, the Company may at any time terminate the
status of any Unrestricted Subsidiary as an Unrestricted Subsidiary, whereupon
such Subsidiary and each other Subsidiary of the Company (if any) of which such
Subsidiary is a Subsidiary will be a Restricted Subsidiary. (Section 1018).
 
     Notwithstanding the foregoing, no change in the status of a Subsidiary of
the Company from a Restricted Subsidiary to an Unrestricted Subsidiary or from
an Unrestricted Subsidiary to a Restricted Subsidiary will be effective, and no
Person may otherwise become a Restricted Subsidiary, if:
 
          (i) (x) in the event such Subsidiary is not a Subsidiary of Allied
     Waste NA, the Consolidated EBITDA Coverage Ratio of the Company and its
     Restricted Subsidiaries for the four full fiscal quarters of the Company
     next preceding the effective date of such purported change or other event,
     calculated on a pro forma basis as if such change or other event had been
     effective at the beginning of such period, would not exceed 2.0 to 1.0 and
     (y) in the event such Subsidiary is a Subsidiary of Allied Waste NA, the
 
                                       55
<PAGE>   57
 
     Consolidated EBITDA Coverage Ratio of Allied Waste NA and its Restricted
     Subsidiaries for the four full fiscal quarters of the Company next
     preceding the effective date of such purported change or other event,
     calculated on a pro forma basis as if such change or other event had been
     effective at the beginning of such period, would not exceed 2.0 to 1.0 if
     such purported change is to occur on or prior to December 31, 1999 and 2.25
     to 1.0 if thereafter;
 
          (ii) in the case of any change in status of a Restricted Subsidiary to
     an Unrestricted Subsidiary, the Restricted Payment resulting from such
     change, would violate the provisions of the Indenture described under
     Clause (3) of the first paragraph under "Limitation on Restricted Payments"
     above; or
 
          (iii) such change or other event would otherwise result (after the
     giving of notice or the lapse of time, or both) in an Event of Default.
 
     In addition and notwithstanding the foregoing, no Restricted Subsidiary may
become an Unrestricted Subsidiary, and the status of any Unrestricted Subsidiary
as an Unrestricted Subsidiary will be deemed to have been immediately terminated
(whereupon such Subsidiary and each other Subsidiary of the Company (if any) of
which such Subsidiary is a Subsidiary will be a Restricted Subsidiary) at any
time when:
 
          (i) such Subsidiary (A) has outstanding Debt that is Unpermitted Debt
     or (B) owns or holds any Capital Stock of or other ownership interests in,
     or a Lien on any property or other assets of, the Company or any of its
     Restricted Subsidiaries; or
 
          (ii) the Company or any other Restricted Subsidiary (A) provides
     credit support for, or a Guaranty of, any Debt of such Subsidiary
     (including any undertaking, agreement or instrument evidencing such Debt)
     or (B) is directly or indirectly liable for any Debt of such Subsidiary.
 
     Any termination of the status of an Unrestricted Subsidiary as an
Unrestricted Subsidiary pursuant to the preceding sentence will be deemed to
result in a breach of this covenant in any circumstance in which the Company
would not be permitted to change the status of such Unrestricted Subsidiary to
the status of a Restricted Subsidiary pursuant to the provision of the Indenture
described under the preceding paragraph. "Unpermitted Debt" means any Debt of a
Subsidiary of the Company if (x) a default thereunder (or under any instrument
or agreement pursuant to or by which such Debt is issued, secured or evidenced),
or any right that the holders thereof may have to take enforcement action
against such Subsidiary or its property or other assets, would permit (whether
or not after the giving of notice or the lapse of time or both) the holders of
any Debt of the Company or any other Restricted Subsidiary to declare the same
due and payable prior to the date on which it otherwise would have become due
and payable or otherwise to take any enforcement action against the Company or
any such other Restricted Subsidiary or (y) such Debt is secured by a Lien on
any property or other assets of the Company and any of its other Restricted
Subsidiaries. (Section 1018).
 
     Each Person that is or becomes a Subsidiary of the Company will be deemed
to be a Restricted Subsidiary at all times when it is a Subsidiary of the
Company that is not an Unrestricted Subsidiary. Each Person that is or becomes a
Wholly Owned Subsidiary of the Company shall be deemed to be a Wholly Owned
Restricted Subsidiary at all times when it is a Wholly Owned Subsidiary of the
Company that is not an Unrestricted Subsidiary. Each reference herein to a
Restricted Subsidiary of Allied Waste NA refers to a Restricted Subsidiary that
is a Subsidiary of Allied Waste NA. (Section 1018).
 
MERGERS, CONSOLIDATIONS AND CERTAIN SALES AND PURCHASES OF ASSETS
 
     The Company (i) may not, and may not permit any Restricted Subsidiary to,
consolidate with or merge into any Person, provided that this Clause (i) will
not prohibit any such consolidation or merger by a Restricted Subsidiary if (x)
such Restricted Subsidiary ceases to be a Restricted Subsidiary in such
consolidation or merger or (y) such consolidation or merger is with or into the
Company or another Wholly Owned Restricted Subsidiary; (ii) may not permit any
Person other than a Wholly Owned Restricted Subsidiary to consolidate with or
merge into the Company or any Restricted Subsidiary, provided that this Clause
(ii) will not prohibit any such consolidation or merger with or into a
Restricted Subsidiary if such Restricted Subsidiary ceases to be a Restricted
Subsidiary in such consolidation or merger; (iii) may not, directly or
indirectly, in one or a series of transactions, transfer, convey, sell, lease or
otherwise dispose of all or
 
                                       56
<PAGE>   58
 
substantially all of the properties and assets of the Company and its
Subsidiaries on a consolidated basis; (iv) may not, and may not permit any
Restricted Subsidiary of the Company to, acquire Capital Stock of or other
ownership interests in any other Person such that such other Person becomes a
Restricted Subsidiary (excluding transactions with an aggregate purchase price
of not more than $50 million with respect to the consummation of which, as of
the date of the Indenture, the Company has entered into a letter of intent,
option or other contract); and (v) may not, and may not permit any Restricted
Subsidiary of the Company to, purchase, lease or otherwise acquire all or
substantially all of the properties and assets of any Person or any existing
business (whether existing as a separate entity, subsidiary, division, unit or
otherwise) of any Person (excluding transactions with an aggregate purchase
price of not more than $50 million with respect to the consummation of which, as
of the date of the Indenture, the Company has entered into a letter of intent,
option or other contract) unless, in each case (i), (ii), (iii), (iv) and (v)
above:
 
          (1) immediately before and after giving effect to such transaction (or
     series) and treating any Debt incurred by the Company or a Subsidiary of
     the Company as a result of such transaction (or series) as having been
     Incurred by the Company or such Subsidiary at the time of the transaction
     (or series), no Event of Default, or event that with the passing of time or
     the giving of notice, or both, will constitute an Event of Default, shall
     have occurred and be continuing;
 
          (2) in a transaction (or series) in which the Company does not survive
     or in which the Company transfers, conveys, sells, leases or otherwise
     disposes of all or substantially all of its properties and assets, the
     successor entity is a corporation, partnership, limited liability company
     or trust and is organized and validly existing under the laws of the United
     States of America, any State thereof or the District of Columbia and
     expressly assumes, by a supplemental indenture executed and delivered to
     the Trustee in form satisfactory to the Trustee, all the Company's
     obligations under the Indenture;
 
          (3) immediately after giving effect to such transaction (or series),
     the Company or the successor entity would have a Consolidated Net Worth
     equal to or greater than 90% of the Consolidated Net Worth of the Company
     and its Restricted Subsidiaries immediately prior to such transaction (or
     series);
 
          (4) if such transaction (or series) involves Allied Waste NA or any of
     its Restricted Subsidiaries, either (x) Allied Waste NA or its successor
     entity would, at the time of such transaction (or series) and after giving
     pro forma effect thereto as if such transaction (or series) had occurred at
     the beginning of the most recently ended four full fiscal quarter period
     for which internal financial statements are available immediately preceding
     the date of such transaction (or series), have been permitted to Incur at
     least $1.00 of additional Debt pursuant to the Consolidated EBITDA Coverage
     Ratio test described in the first paragraph under "Certain
     Covenants -- Limitation on Debt of Allied Waste NA and its Restricted
     Subsidiaries" above or (y) the Consolidated EBITDA Coverage Ratio of Allied
     Waste NA (or its successor entity) and its Restricted Subsidiaries for the
     most recently ended four full fiscal quarter period for which internal
     financial statements are available immediately preceding the date of such
     transaction (or series), calculated on a pro forma basis as if such
     transaction (or series) had occurred at the beginning of such four full
     fiscal quarter period, would be no less than such Consolidated EBITDA
     Coverage Ratio, calculated without giving effect to such transaction or
     series or any other transactions (or series) that is subject to the
     provisions of the Indenture described in this paragraph and that occurred
     after the later of December 30, 1996 and the date that is twelve months
     before the date of such transaction (or series);
 
          (5) if such transaction (or series) involves the Company or any of its
     Restricted Subsidiaries (other than Allied Waste NA and any of its
     Restricted Subsidiaries), either (x) the Company or its successor entity
     would, at the time of such transaction (or series) and after giving pro
     forma effect thereto as if such transaction (or series) had occurred at the
     beginning of the most recently ended four full fiscal quarter period for
     which internal financial statements are available immediately preceding the
     date of such transaction (or series), have been permitted to Incur at least
     $1.00 of additional Debt pursuant to the Consolidated EBITDA Coverage Ratio
     test described under "Certain Covenants -- Limitation on Debt of the
     Company and Certain of its Restricted Subsidiaries" or (y) the Consolidated
     EBITDA Coverage Ratio of the Company (or its successor entity) and its
     Restricted Subsidiaries for the most recently ended
 
                                       57
<PAGE>   59
 
     four full fiscal quarter period for which internal financial statements are
     available immediately preceding the date of such transaction (or series),
     calculated on a pro forma basis as if such transaction (or series) had
     occurred at the beginning of such four full fiscal quarter period, would be
     no less than such Consolidated EBITDA Coverage Ratio, calculated without
     giving effect to such transaction or series or any other transactions (or
     series) that is subject to the provisions of the Indenture described in
     this paragraph and that occurred after the later of December 30, 1996 and
     the date that is twelve months before the date of such transaction (or
     series);
 
          (6) if, as a result of any such transaction, property or assets of the
     Company would become subject to a Lien prohibited by the covenant described
     above under "Certain Covenants -- Limitations on Liens," the Company or its
     successor entity will have secured the Notes as required by such covenant;
     and
 
          (7) unless such transaction (or series) is of the type referred to in
     Clause (iii) or (iv) above and involves an aggregate purchase price of less
     than $50 million, the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel as specified in the Indenture.
     (Section 801).
 
EVENTS OF DEFAULT
 
   
     The following will be Events of Default under the Indenture: (a) failure to
pay any interest on any Exchange Note when due, continued for 30 days; (b)
failure to pay principal of (or premium, if any, on) any Exchange Note when due;
(c) failure to perform or comply with the provisions described under "Mergers,
Consolidations and Certain Sales and Purchases of Assets" or the provisions
described under "Repurchase at the Option of Holders -- Asset Dispositions" and
"-- Change of Control;" (d) failure to perform any other covenant or warranty of
the Company in the Indenture or the Exchange Notes, continued for 60 days after
written notice from Holders of at least 10% in principal amount of the
Outstanding Exchange Notes as provided in the Indenture; (e) a default or
defaults under any bonds, debentures, notes or other evidences of, or
obligations constituting, Debt by the Company or any Restricted Subsidiary or
under any mortgages, indentures, instruments or agreements under which there may
be issued or existing or by which there may be secured or evidenced any Debt of
the Company or any Restricted Subsidiary, in each case with a principal or
similar amount then outstanding, individually or in the aggregate, in excess of
$25 million, whether such Debt now exists or is hereafter created, which default
or defaults constitute a failure to pay any portion of the principal or similar
amount of such Debt when due and payable after the expiration of any applicable
grace period with respect thereto or will have resulted in such Debt becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable; (f) the rendering of a final judgment or judgments
(not subject to appeal) against the Company or any of its Restricted
Subsidiaries in an aggregate amount in excess of $25 million which remains
unstayed, undischarged or unbonded for a period of 60 days thereafter; and (g)
certain events of bankruptcy, insolvency or reorganization affecting the Company
or any Restricted Subsidiary of the Company. (Section 501).
    
 
   
     Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
have offered to the Trustee reasonable indemnity. (Section 603). Subject to such
provisions for the indemnification of the Trustee and certain other conditions
provided in the Indenture, the Holders of a majority in aggregate principal
amount of the Outstanding Exchange Notes will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. (Section
512).
    
 
   
     If an Event of Default (other than an Event of Default of the type
described in Clause (g) above) occurs and is continuing, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Exchange Notes may accelerate the maturity of all Exchange Notes. If an Event of
Default of the type described in Clause (g) above occurs, the Accreted Value (if
such event occurs prior to June 1, 2002) or the principal amount (if such event
occurs on or after June 1, 2002) of and any accrued interest (including Special
Interest) on the Exchange Notes then outstanding will become immediately due and
    
 
                                       58
<PAGE>   60
 
   
payable; provided, however, that after such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of Outstanding Exchange Notes may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated Accreted Value or principal amount, as the case may
be, have been cured or waived as provided in the Indenture. (Section 502). For
information as to waiver of defaults, see "Modification and Waiver."
    
 
   
     No Holder of any Exchange Note will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder has previously given to the Trustee written notice of a continuing
Event of Default and unless also the Holders of at least 25% in aggregate
principal amount of the Outstanding Exchange Notes have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee has not received from the Holders of a majority in
aggregate principal amount of the Outstanding Exchange Notes a direction
inconsistent with such request and has failed to institute such proceeding
within 60 days. However, such limitations do not apply to a suit instituted by a
Holder of an Exchange Note for enforcement of payment of the Accreted Value or
principal amount, as the case may be, of (and premium, if any) or any interest
(including Special Interest) on such Exchange Note on or after the respective
due dates expressed in such Exchange Note. (Sections 507 and 508).
    
 
   
     In the case any Event of Default occurs by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Exchange Notes pursuant to the provisions
described above under "Optional Redemption," an equivalent premium will also
become and be immediately due and payable upon the acceleration of the Exchange
Notes.
    
 
     The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. The Company will be
required to deliver to the Trustee, as soon as possible and in any event within
30 days after the Company becomes aware of the occurrence of an Event of Default
or an event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers' Certificate setting forth the details of such
Event of Default or default, and the action which the Company proposes to take
with respect thereto. (Section 1020).
 
DEFEASANCE
 
   
     The Indenture will provide that (A) if applicable, the Company will be
discharged from any and all obligations in respect of the Outstanding Exchange
Notes or (B) if applicable, the Company may omit to comply with certain
restrictive covenants, and that such omission will not be deemed to be an Event
of Default under the Indenture and the Exchange Notes, in either case (A) or (B)
upon irrevocable deposit with the Trustee, in trust, of money and/or U.S.
Government Obligations that will provide money in an amount sufficient in the
opinion of a nationally recognized firm of independent certified public
accountants to pay the principal of, and premium, if any, and each installment
of interest, if any, on the Outstanding Exchange Notes. With respect to Clause
(B), the obligations under the Indenture other than with respect to such
covenants and the Events of Default other than the Event of Default relating to
such covenants above will remain in full force and effect. Such trust may only
be established if, among other things (i) with respect to Clause (A), the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or there has been a change in law, which in the Opinion of
Counsel provides that Holders of the Exchange Notes will not recognize gain or
loss for Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred; or, with respect to Clause (B), the
Company has delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of the Exchange Notes will not recognize gain or loss for Federal
income tax purposes as a result of such deposit and defeasance and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and defeasance had not
occurred; (ii) no Event of Default (or event that with the passing of time or
the giving of notice, or both, will constitute an Event of
    
 
                                       59
<PAGE>   61
 
Default) shall have occurred or be continuing; (iii) the Company has delivered
to the Trustee an Opinion of Counsel to the effect that such deposit shall not
cause the Trustee or the trust so created to be subject to the Investment
Company Act of 1940; and (iv) certain other customary conditions precedent are
satisfied. (Sections 1201, 1202, 1203 and 1204).
 
   
     In the event the Company omits to comply with its remaining obligations
under the Indenture and the Exchange Notes after a defeasance of the Indenture
with respect to the Exchange Notes as described under Clause (B) above and the
Exchange Notes are declared due and payable because of the occurrence of any
Event of Default, the amount of money and U.S. Government Obligations on deposit
with the Trustee may be insufficient to pay amounts due on the Exchange Notes at
the time of the acceleration resulting from such Event of Default. However, the
Company will remain liable in respect of such payments.
    
 
MODIFICATION AND WAIVER
 
   
     Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Exchange Notes; provided, however, that no
such modification or amendment may, without the consent of the Holder of each
Outstanding Exchange Note affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of interest (including Special Interest)
on, any Exchange Note, (b) reduce the Accreted Value or principal amount, as the
case may be, of (or the premium, if any), or interest (including Special
Interest) on, any Exchange Note, (c) change the place or currency of payment of
Accreted Value or principal amount, as the case may be, of (or premium, if any),
or interest (including Special Interest) on, any Exchange Note, (d) impair the
right to institute suit for the enforcement of any payment on or with respect to
any Exchange Note, (e) reduce the above-stated percentage of Outstanding
Exchange Notes necessary to modify or amend the Indenture, (f) reduce the
percentage of aggregate principal amount of Outstanding Exchange Notes necessary
for waiver of compliance with certain provisions of the Indenture or for waiver
of certain defaults, (g) modify any provisions of the Indenture relating to the
modification and amendment of the Indenture or the waiver of past defaults or
covenants, except as otherwise specified or (h) modify the provisions described
under "Repurchase at the Option of Holders -- Asset Dispositions" and under
"-- Change of Control" in a manner adverse to the Holders thereof in any
material respect. (Section 902).
    
 
   
     The Holders of a majority in aggregate principal amount of the Outstanding
Exchange Notes may waive compliance by the Company with certain restrictive
provisions of the Indenture. (Section 1021). The Holders of a majority in
aggregate principal amount of the Outstanding Exchange Notes may waive any past
default under the Indenture, except a default in the payment of principal (or
premium, if any) or interest. (Section 513).
    
 
NOTICES
 
   
     Notices to Holders of Exchange Notes will be given by mail to the addresses
of such Holders as they may appear in the Security Register. (Sections 101 and
106).
    
 
TITLE
 
   
     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name an Exchange Note is registered as the absolute
owner thereof (whether or not such Exchange Note may be overdue) for the purpose
of making payment and for all other purposes. (Section 308).
    
 
GOVERNING LAW
 
   
     The Indenture and the Exchange Notes will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112).
    
 
                                       60
<PAGE>   62
 
                   CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF
                      AN INVESTMENT IN THE EXCHANGE NOTES
 
     The following summary of the principal United States federal income tax
consequences of ownership of Exchange Notes deals only with Exchange Notes held
as capital assets by initial purchasers, and not with special classes of
holders, including, without limitation, dealers in securities or currencies,
banks, certain U.S. expatriates, tax-exempt organizations, life insurance
companies, persons that hold Exchange Notes that are a hedge or that are hedged
against currency risks or that are part of a straddle or conversion transaction,
or persons whose functional currency is not the U.S. dollar. The summary is
based on the Internal Revenue Code of 1986, as amended (the "Code"), its
legislative history, existing and proposed regulations thereunder, published
rulings and court decisions, all as currently in effect and all subject to
change at any time, perhaps with retroactive effect. This summary does not
address the effect of any United States state or local law on a holder of
Exchange Notes.
 
     For purposes of this discussion, the term "United States Holder" means a
beneficial owner of an Exchange Note who or that is (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) a trust whose administration is subject to the
primary supervision of a U.S. court and one or more U.S. fiduciaries of which
have authority to control all substantial decisions of the trust, or (iv) an
estate the income of which is includable in gross income for U.S. federal income
tax purposes regardless of its source, and the term "United States Alien Holder"
means a beneficial owner of an Exchange Note who or that is not a United States
Holder.
 
     Prospective purchasers of Exchange Notes should consult their own tax
advisors concerning the consequences, in their particular circumstances, under
the Code and the laws of any other state, local or foreign taxing jurisdiction,
of the ownership of Exchange Notes.
 
UNITED STATES HOLDERS
 
  Original Issue Discount
 
     General.  The Exchange Notes will be treated as issued at an original issue
discount because the excess of an Exchange Note's "stated redemption price at
maturity" over its "issue price" is more than a "de minimis amount." Generally,
the issue price of an Exchange Note will be the first price at which a
substantial amount of Exchange Notes included in the issue of which the Exchange
Note is a part is sold to other than bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters, placement agents, or
wholesalers. The stated redemption price at maturity of an Exchange Note is the
total of all payments provided by the Exchange Note that are not payments of
"qualified stated interest." A qualified stated interest payment is generally
any one of a series of stated interest payments on an Exchange Note that are
unconditionally payable at least annually at a single fixed rate applied to the
outstanding principal amount of the Exchange Note. Under this rule, none of the
interest payments on the Exchange Notes will be qualified stated interest.
 
     In general, a United States Holder is required to include original issue
discount ("OID") in income calculated on a constant-yield method before the
receipt of cash attributable to such income, regardless of whether the United
States Holder is otherwise a cash method or accrual method taxpayer. The amount
of OID includable in income by a United States Holder is the sum of the daily
portions of OID with respect to the Exchange Note for each day during the
taxable year or portion of the taxable year on which the United States Holder
holds such Exchange Note ("accrued OID"). The daily portion is determined by
allocating to each day in any "accrual period" a pro rata portion of the OID
allocable to that accrual period. Accrual periods with respect to an Exchange
Note may be of any length selected by the United States Holder and may vary in
length over the term of the Exchange Note as long as (i) no accrual period is
longer than one year and (ii) each scheduled payment of interest or principal on
the Exchange Note occurs on either the final or first day of an accrual period.
The amount of OID on an Exchange Note that is allocable to an accrual period
equals the product of the Exchange Note's adjusted issue price at the beginning
of the accrual period and such Exchange Note's yield to maturity (determined on
the basis of compounding at the close of each accrual
 
                                       61
<PAGE>   63
 
period and properly adjusted for the length of the accrual period). The
"adjusted issue price" of an Exchange Note at the beginning of any accrual
period is the issue price of the Exchange Note increased by (x) the amount of
accrued OID for each prior accrual period and decreased by (y) the amount of any
payments previously made on the Exchange Note. The amount of OID allocable to an
initial short accrual period may be computed using any reasonable method if all
other accrual periods other than a final short accrual period are of equal
length. The amount of OID allocable to the final accrual period is the
difference between (x) the amount payable at the maturity of the Exchange Note
and (y) the Exchange Note's adjusted issue price as of the beginning of the
final accrual period. Under the foregoing rules, a United States Holder will
generally have to include in gross income increasingly greater amounts of OID in
successive accrual periods.
 
     Acquisition Premium.  A United States Holder that purchases an Exchange
Note for an amount less than or equal to the sum of all amounts payable on the
Exchange Note after the purchase date but in excess of its adjusted issue price
(as determined above under "Original Issue Discount -- General") (any such
excess being "acquisition premium") and that does not make the election
described below under "Election to Treat All Interest as Original Issue
Discount" shall reduce the daily portions of OID by a fraction, the numerator of
which is the excess of the United States Holder's adjusted basis in the Exchange
Note immediately after its purchase over the adjusted issue price of the
Exchange Note, and the denominator of which is the excess of the sum of all
amounts payable on the Exchange Note after the purchase date over the Exchange
Note's adjusted issue price.
 
     Market Discount.  An Exchange Note will be treated as purchased at a market
discount (a "Market Discount Exchange Note") if (i) a United States Holder's
purchase price for the Exchange Note is less than the Exchange Note's issue
price (as determined above under "Original Issue Discount -- General") and (ii)
the Exchange Note's "revised issue price" exceeds such purchase price by at
least 1/4 of 1 percent of such Exchange Note's stated redemption price at
maturity multiplied by the number of complete years to the Exchange Note's
maturity after the purchase date. If such excess is not sufficient to cause the
Exchange Note to be a Market Discount Exchange Note, then such excess
constitutes "de minimis market discount" and such Exchange Note is not subject
to the rules discussed in the following paragraphs. The Code provides that, for
these purposes, the "revised issue price" of an Exchange Note generally equals
its issue price, increased by the amount of any OID that has accrued on the
Exchange Note.
 
     Any gain recognized on the maturity or disposition of a Market Discount
Exchange Note will be treated as ordinary income (generally interest income) to
the extent that such gain does not exceed the accrued market discount on such
Exchange Note. Alternatively, a United States Holder of a Market Discount
Exchange Note may elect to include market discount in income currently as it
accrues (under either a ratable or constant yield method) over the life of the
Exchange Note. Such an election will apply to all debt instruments with market
discount acquired by the electing United States Holder on or after the first day
of the first taxable year to which the election applies. This election may not
be revoked without the consent of the Service. Such currently included market
discount will increase a United States Holder's tax basis for the Exchange Note
and generally is treated as ordinary interest income.
 
     Market discount on a Market Discount Exchange Note will accrue on a
straight-line basis unless the United States Holder elects to accrue such market
discount on a constant-yield method. Such an election will apply only to the
Exchange Note with respect to which it is made and may not be revoked. A United
States Holder of a Market Discount Exchange Note that does not elect to include
market discount in income currently may be required to defer deductions for all
or a portion of the interest expense on any borrowings allocable to such
Exchange Note until the maturity or taxable disposition of such Exchange Note.
 
     Election to Treat All Interest as Original Issue Discount.  A United States
Holder may elect to include in gross income all interest that accrues on an
Exchange Note using the constant-yield method described above under the heading
"Original Issue Discount -- General," with the modifications described below.
For purposes of this election, interest includes stated interest, OID, de
minimis original issue discount, market discount, de minimis market discount and
unstated interest, as adjusted by an acquisition premium.
 
     In applying the constant-yield method to an Exchange Note with respect to
which this election has been made, the issue price of the Exchange Note will
equal its cost to the electing United States Holder, the issue
 
                                       62
<PAGE>   64
 
date of the Exchange Note will be the date of its acquisition by the electing
United States Holder, and no payments on the Exchange Note will be treated as
payments of qualified stated interest. This election will generally apply only
to the Exchange Note with respect to which it is made and may not be revoked
without the consent of the Service. If the election to apply the constant-yield
method to all interest on an Exchange Note is made with respect to a Market
Discount Exchange Note, the electing United States Holder will be treated as
having made the election discussed above under "Original Issue
Discount -- Market Discount" to include market discount in income currently over
the life of all debt instruments held or thereafter acquired by such United
States Holder.
 
  Purchase, Sale and Retirement of the Exchange Notes
 
     A United States Holder's tax basis in an Exchange Note will generally be
its cost, increased by the amount of any OID or market discount included in the
United States Holder's income with respect to the Exchange Note and the amount,
if any, of income attributable to de minimis market discount included in the
United States Holder's income with respect to the Exchange Note, and reduced by
the amount of all payments on the Exchange Note.
 
     A United States Holder will generally recognize gain or loss on the sale or
retirement of an Exchange Note equal to the difference between the amount
realized on the sale or retirement and the adjusted tax basis of the Exchange
Note. Except to the extent described above under "Original Issue
Discount -- Market Discount," gain or loss recognized on the sale or retirement
of an Exchange Note will be capital gain or loss and will be long-term capital
gain or loss if the Exchange Note was held for more than one year at the time of
the sale or retirement.
 
UNITED STATES ALIEN HOLDERS
 
     Under present United States federal income and estate tax law, and subject
to the discussion of backup withholding below:
 
          (i) payments of principal, premium (if any) and OID by the Company or
     any of its paying agents to any holder of an Exchange Note that is a United
     States Alien Holder will not be subject to United States federal
     withholding tax if, in the case of interest or OID, (a) the beneficial
     owner of the Exchange Note does not actually or constructively own 10% or
     more of the total combined voting power of all classes of stock of the
     Company entitled to vote, (b) the beneficial owner of the Exchange Note is
     not (x) a controlled foreign corporation that is related to the Company
     through stock ownership, or (y) a bank receiving interest described in
     Section 881(c)(3)(A) of the Code, and (c) either (A) the beneficial owner
     of the Exchange Note certifies to the Company or its agent, under penalties
     of perjury, that it is not a United States Holder and provides its name and
     address or (B) a securities clearing organization, bank or other financial
     institution that holds customers' securities in the ordinary course of its
     trade or business (a "financial institution") and holds the Exchange Note
     certifies to the Company or its agent under penalties of perjury that such
     statement has been received from the beneficial owner by it or by a
     financial institution between it and the beneficial owner and furnishes the
     payor with a copy thereof;
 
          (ii) a United States Alien Holder of an Exchange Note will not be
     subject to United States federal withholding tax on any gain realized on
     the sale or retirement of an Exchange Note unless (a) such holder is an
     individual who is present in the United States for 183 days or more during
     the taxable year and certain other conditions are met, or (b) the gain is
     effectively connected with a United States trade or business of the holder,
     or if an income tax treaty applies, is generally attributable to a United
     States "permanent establishment" maintained by the holder; and
 
          (iii) an Exchange Note held by an individual who at death is not a
     citizen or resident of the United States will not be includable in the
     individual's gross estate for purposes of the United States federal estate
     tax as a result of the individual's death if (a) the individual did not
     actually or constructively own 10% or more of the total combined voting
     power of all classes of stock of the Company entitled to vote and (b) the
     income on the Exchange Note would not have been effectively connected with
     a United States trade or business of the individual at the individual's
     death.
 
                                       63
<PAGE>   65
 
     If a United States Alien Holder is engaged in a trade or business in the
United States and OID on the Exchange Note is effectively connected with the
conduct of such trade or business (or, if an income tax treaty applies, and the
United States Alien Holder maintains a United States "permanent establishment"
to which the OID is generally attributable), the United States Alien Holder,
although exempt from the withholding tax discussed in the preceding paragraph
(i) (provided that such holder furnishes a properly executed IRS Form 4224 on or
before any payment date to claim such exemption), may be subject to United
States federal income tax on such OID in the same manner as if it were a United
States person.
 
     In addition, a foreign corporation that is a holder of an Exchange Note may
be subject to a branch profits tax equal to 30% of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments,
unless it qualifies for a lower rate under an applicable tax treaty. For this
purpose, OID on an Exchange Note or gain on the disposition of an Exchange Note
will be included in earnings and profits if such OID or gain is effectively
connected with the conduct by the foreign corporation of a trade of business in
the United States.
 
     Recently proposed Internal Revenue Service Treasury regulations (the
"Proposed Regulations") would provide alternative methods for satisfying the
certification requirement described in clause (i)(c) above. The Proposed
Regulations also would require, in the case of Exchange Notes held by a foreign
partnership, that (x) the certification described in clause (i)(c) above be
provided by the partners rather than by the foreign partnership and (y) the
partnership provide certain information, including a United States taxpayer
identification number. A look-through rule would apply in the case of tiered
partnerships. The Proposed Regulations are proposed to be effective for payments
made after December 31, 1997. There can be no assurance that the Proposed
Regulations will be adopted or as to the provisions that they will include if
and when adopted in temporary or final form.
 
BACKUP WITHHOLDING AND INFORMATION REPORTING
 
  United States Holders
 
     In general, information reporting requirements will apply to payments of
principal, any premium and the proceeds of the sale of an Exchange Note before
maturity within the United States to, and to the accrual of OID on an Exchange
Note with respect to, non-corporate United States Holders, and "backup
withholding" at a rate of 31% will apply to such payments and to payments of OID
if the United States Holder fails to provide an accurate taxpayer identification
number or is notified by the Internal Revenue Service that it has failed to
report all interest and dividends required to be shown on its federal income tax
returns.
 
  United States Alien Holders
 
     Under current law, information reporting on Internal Revenue Service Form
1099 and backup withholding will not apply to payments of principal, premium (if
any) and OID made by the Company or a paying agent to a United States Alien
Holder on an Exchange Note; provided, the certification described in clause
(i)(c) under "United States Alien Holders" above is received; and provided
further that the payor does not have actual knowledge that the holder is a
United States person. The Company or a paying agent, however, may report (on
Internal Revenue Service Form 1042S) payments of OID on the Exchange Notes. See
the discussion above with respect to the rules under the Proposed Regulations.
 
     Payments of the proceeds from the sale by a United States Alien Holder of
an Exchange Note made to or through a foreign office of a broker will not be
subject to information reporting or backup withholding, except that if the
broker is a United States person, a controlled foreign corporation for United
States tax purposes or a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period, information reporting may apply to such payments. Payments of
the proceeds from the sale of an Exchange Note to or through the United States
office of a broker is subject to information reporting and backup withholding
unless the holder or beneficial owner certifies as to its non-United States
status or otherwise establishes an exemption from information reporting and
backup withholding.
 
                                       64
<PAGE>   66
 
                              PLAN OF DISTRIBUTION
 
   
     Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
Prospectus in connection with any resale of such Exchange Notes. The Prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in exchange
for Notes where such Notes were acquired as a result of market-making activities
or other trading activities. The Company has agreed that, for a period of 90
days after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until February 14, 1998 (90 days after commencement of the
Exchange Offer), all dealers effecting transactions in the Exchange Notes may be
required to deliver a Prospectus.
    
 
     The Company will not receive any proceeds from any sales of the Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to the purchaser or to or through brokers or dealers who
may receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any
broker-dealer that resells the Exchange Notes that were received by it for its
own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letters of Transmittal state that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
 
     For a period of 90 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay certain expenses
incident to the Exchange Offer, other than commission or concessions of any
brokers or dealers, and will indemnify the holders of the Exchange Notes
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
 
     By acceptance of this Exchange Offer, each broker-dealer that receives
Exchange Notes for its own account pursuant to the Exchange Offer agrees that,
upon receipt of notice from the Company of the happening of any event which
makes any statement in the Prospectus untrue in any material respect or which
requires the making of any changes in the Prospectus in order to make the
statements therein not misleading (which notice the Company agrees to deliver
promptly to such broker-dealer), such broker-dealer will suspend use of the
Prospectus until the Company has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemental Prospectus to such broker-dealer.
 
                                 LEGAL MATTERS
 
     Certain legal matters in connection with the Exchange Notes offered hereby
will be passed on for the Company by Porter & Hedges, L.L.P., Houston, Texas.
 
                                    EXPERTS
 
     The audited consolidated financial statements incorporated by reference in
this prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said reports.
 
                                       65
<PAGE>   67
 
     The audited consolidated financial statements of Laidlaw Solid Waste
Management Group incorporated by reference in this Prospectus and elsewhere in
the Registration Statement have been audited by Coopers & Lybrand, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing.
 
                                       66
<PAGE>   68
 
======================================================
 
  NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Available Information.................    2
Prospectus Summary....................    3
Risk Factors..........................   10
Disclosure Regarding Forward Looking
  Statements..........................   16
The Company...........................   17
The Exchange Offer....................   25
Certain Federal Income Tax
  Consequences of the Exchange
  Offer...............................   32
Description of Certain Indebtedness...   32
Description of the Exchange Notes.....   34
Certain Federal Income Tax
  Consequences of an Investment in the
  Exchange Notes......................   61
Plan of Distribution..................   65
Legal Matters.........................   65
Experts...............................   65
</TABLE>
    
 
======================================================
======================================================
 
                                  ALLIED WASTE
                                INDUSTRIES, INC.
                                  $418,000,000
 
                               OFFER TO EXCHANGE
                        ITS 11.30% SENIOR DISCOUNT NOTES
                           DUE 2007 FOR 11.30% SENIOR
                          DISCOUNT NOTES DUE 2007 THAT
                              HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933
 
   
                               NOVEMBER 10, 1997
    
 
======================================================
<PAGE>   69
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action. In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
 
     The statute does permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner be reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
 
     The Company's Certificate of Incorporation and Bylaws require the Company
to indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by the Company with its executive
officers and certain other key employees, the Company must indemnify such
officers and employees in the same manner and to the same extent that the
Company is required to indemnify its directors under the Company's Bylaws. The
Company's Certificate limits the personal liability of a director to the
corporation or its stockholders to damages for breach of the director's
fiduciary duty.
 
     The Company has not purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the registrant,
or that may arise out of their status as directors or officers of the
registrant, including liabilities under the federal and state securities laws.
The Company has entered into indemnification agreements to indemnify its
directors to the extent permitted under Delaware law.
 
                                      II-1
<PAGE>   70
 
ITEM 21.  EXHIBITS AND FINANCIAL DATA SCHEDULES.
 
     (A) EXHIBITS
 
     The following is a list of all the exhibits filed as part of the
Registration Statement.
 
   
<TABLE>
<CAPTION>
NUMBER                                       DESCRIPTION
------   ------------------------------------------------------------------------------------
<C>      <S>
  3.1    Certificate of Incorporation of the Company. Exhibit 3.1 to the Company's Annual
         Report on Form 10-K is incorporated herein by reference.
  3.2    Bylaws of the Company. Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
         is incorporated herein by reference.
  4.1    Indenture, dated as of May 15, 1997, by and among the Company and First Bank
         National Association with respect to the Notes and Exchange Notes.
  4.2    Form of Exchange Note (included in Exhibit 4.1).
  5.1    Opinion of Porter & Hedges, L.L.P., as to the legality of the Exchange Notes.
 10.1    Registration Rights Agreement, dated as of December 5, 1996, by and among the
         Company, Goldman, Sachs & Co., Merrill Lynch & Co., and Credit Suisse First Boston.
 23.1    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
 23.2    Consent of Arthur Andersen LLP.
 23.3    Consent of Coopers & Lybrand.
 24.1    Power of Attorney.*
 25.1    Statement of Eligibility and Qualification of Trustee on Form T-1 of First Bank
         National Association under the Trust Indenture Act of 1934.
 99.1    Letter of Transmittal for the Notes.
</TABLE>
    
 
---------------
   
* previously filed
    
 
     (B) FINANCIAL STATEMENT SCHEDULES
 
     Schedules are omitted since the information required to be submitted has
been included in the Consolidated Financial Statements of the Company or the
notes thereto, or the required information is not applicable.
 
ITEM 22.  UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
 
                                      II-2
<PAGE>   71
 
     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
                                      II-3
<PAGE>   72
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Scottsdale, State of Arizona on
November 7, 1997.
    
 
                                          ALLIED WASTE INDUSTRIES, INC.
 
   
                                          By: /s/   PETER S. HATHAWAY
    
 
                                            ------------------------------------
   
                                                     Peter S. Hathaway
    
   
                                             Vice President -- Chief Accounting
                                                           Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 7, 1997.
    
 
<TABLE>
<CAPTION>
                SIGNATURE                                        TITLE
------------------------------------------  ------------------------------------------------
<C>                                         <S>                                             <C>
                    *                       Chairman of the Board of Directors
------------------------------------------
             Roger A. Ramsey
 
                    *                       Director, President and Chief Executive Officer
------------------------------------------    (Principal Executive Officer)
          Thomas H. Van Weelden
 
                    *                       Vice President -- Chief Financial Officer
------------------------------------------    (Principal Financial Officer)
             Henry L. Hirvela
 
          /s/ PETER S. HATHAWAY             Vice President -- Chief Accounting Officer
------------------------------------------    (Principal Accounting Officer)
            Peter S. Hathaway
 
                    *                       Director
------------------------------------------
              Nolan Lehmann
 
                    *                       Director
------------------------------------------
             Alan B. Shepard
 
                    *                       Director
------------------------------------------
             Brian A. O'Leary
                    *                       Director
------------------------------------------
              Michael Gross
 
                    *                       Director
------------------------------------------
             David B. Kaplan
 
                    *                       Director
------------------------------------------
            Antony P. Ressler
 
                    *                       Director
------------------------------------------
             Howard A. Lipson
 
                    *                       Director
------------------------------------------
              Dennis Hendrix
</TABLE>
 
                                      II-4
<PAGE>   73
 
   
<TABLE>
<CAPTION>
                SIGNATURE                                        TITLE
------------------------------------------  ------------------------------------------------
 
<C>                                         <S>                                             <C>
 
                    *                       Director
------------------------------------------
             Warren B. Rudman
 
                    *                       Director
------------------------------------------
               Vincent Tese
 
        * By /s/ PETER S. HATHAWAY
------------------------------------------
            Peter S. Hathaway
             Attorney-in-fact
</TABLE>
    
 
                                      II-5
<PAGE>   74
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
NUMBER                                       DESCRIPTION
------   ------------------------------------------------------------------------------------
<C>      <S>
  3.1    Certificate of Incorporation of the Company. Exhibit 3.1 to the Company's Annual
         Report on Form 10-K is incorporated herein by reference.
  3.2    Bylaws of the Company. Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
         is incorporated herein by reference.
  4.1    Indenture, dated as of May 15, 1997, by and among the Company and First Bank
         National Association with respect to the Notes and Exchange Notes.
  4.2    Form of Exchange Note (included in Exhibit 4.1).
  5.1    Opinion of Porter & Hedges, L.L.P., as to the legality of the Exchange Notes.
 10.1    Registration Rights Agreement, dated as of December 5, 1996, by and among the
         Company, Goldman, Sachs & Co., Merrill Lynch & Co., and Credit Suisse First Boston.
 23.1    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
 23.2    Consent of Arthur Andersen LLP.
 23.3    Consent of Coopers & Lybrand
 24.1    Power of Attorney.*
 25.1    Statement of Eligibility and Qualification of Trustee on Form T-1 of First Bank
         National Association under the Trust Indenture Act of 1934.
 99.1    Letter of Transmittal for the Notes.
</TABLE>
    
 
---------------
* previously filed