<PAGE>   1
   As filed with the Securities and Exchange Commission on January 15, 1999
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          ALLIED WASTE INDUSTRIES, INC.
                        ALLIED WASTE NORTH AMERICA, INC.
          SUBSIDIARY GUARANTORS LISTED ON SCHEDULES A THROUGH Y HERETO
             (Exact name of registrant as specified in its charter)

    ALLIED WASTE INDUSTRIES, INC.             ALLIED WASTE NORTH AMERICA, INC.
              DELAWARE                                    DELAWARE
    (STATE OR OTHER JURISDICTION                (STATE OR OTHER JURISDICTION
   OF INCORPORATION OR ORGANIZATION)          OF INCORPORATION OR ORGANIZATION)
             88-0228636                                   86-0843596
 (I.R.S. EMPLOYER IDENTIFICATION NO.)       (I.R.S. EMPLOYER IDENTIFICATION NO.)

                                      4953
                   (Primary Standard Industrial Classification
                                  Code Number)


                   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 and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                                DAVID GOLAY, ESQ.
                    FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
                               ONE NEW YORK PLAZA
                            NEW YORK, NEW YORK 10004
                                 (212) 859-8000


APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED EXCHANGE OFFER: As soon as
practicable after the effective date of this Registration Statement.

         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>
-----------------------------------------------------------------------------------------------------------------------------------
   TITLE OF EACH CLASS OF SECURITIES                            PROPOSED MAXIMUM     PROPOSED MAXIMUM
           TO BE REGISTERED                  AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING    AMOUNT OF REGISTRATION
                                              REGISTERED           PER NOTE(1)           PRICE(1)                FEE(1)(3)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>                 <C>                   <C>
7 3/8% Series B Senior Notes due 2004        $  225,000,000           100%             $  225,000,000             $  62,550
-----------------------------------------------------------------------------------------------------------------------------------
7 5/8% Series B Senior Notes due 2006        $  600,000,000           100%             $  600,000,000             $ 166,800
-----------------------------------------------------------------------------------------------------------------------------------
7 7/8% Series B Senior Notes due 2009        $  875,000,000           100%             $  875,000,000             $ 243,250
-----------------------------------------------------------------------------------------------------------------------------------
Guarantees.........................                    --            --                          --                   None(2)
-----------------------------------------------------------------------------------------------------------------------------------
       Total.......................         $1,700,000,000           100%             $1,700,000,000             $ 472,600(1)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(footnotes continued on next page)    -
<PAGE>   2
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(f) under the Securities Act of 1933, as amended
         (the "Securities Act").

(2)      Pursuant to Rule 457(n) under the Securities Act.

(3)      Pursuant to Rule 429, registration fees of $373,983 were previously
         paid in connection with the registration of an aggregate amount of
         $1,255,345,000 in aggregate principal amount of debt securities under
         Registration Statements (File No. 333-30559 and File No. 333-57507)
         filed by the Registrant.

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 the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.


                                      -ii-
<PAGE>   3
                                   SCHEDULE A
                              SUBSIDIARY GUARANTORS

                                A-1 Service, Inc.
                            Aaro Waste Paper Company
                              Able Sanitation, Inc.
                              Adrian Landfill, Inc.
                              ADS of Illinois, Inc.
                            Affordable Dumpsters, Inc
                        Alabama Recycling Services, Inc.
                         Alaska Street Associates, Inc.
                              Allied Cartage, Inc.
                     Allied Waste Industries (Arizona), Inc.
                        Allied Waste of California, Inc.
                       Allied Waste Rural Sanitation, Inc.
                        Allied Waste Systems (Ohio) Inc.
                        Allied Waste Systems (Texas) Inc.
                                  Americal Co.
                 American Disposal Services of New Jersey, Inc.
                American Disposal Services of West Virginia, Inc.
              American Disposal Transfer Services of Illinois, Inc.
                         American Transfer Company, Inc.
                      Apache Junction Landfill Corporation
                               Area Disposal, Inc.
                           B & L Waste Handling, Inc.
                            Belleville Landfill, Inc.
                         Better Disposal Services, Inc.
                             Borrego Landfill, Inc.
                              Bowers Phase II, Inc.
                      Brickyard Disposal & Recycling, Inc.
                                CC Landfill, Inc.
                                   CCAI, Inc.
                          CDF Consolidated Corporation
                              Celina Landfill, Inc.
                         Central Sanitary Landfill, Inc.
                  Chambers Development of North Carolina, Inc.
                             Champion Recycling, Inc
                  Charter Evaporation Resource Recovery Systems
                           Cherokee Run Landfill, Inc.
                             Chicago Disposal, Inc.
                             Citizens Disposal, Inc.
                            City-Star Services, Inc.
                            Clarkston Disposal, Inc.
                              Clinton Disposal Co.
                         Community Refuse Disposal, Inc.
                             Container Service, Inc.
                          County Disposal (Ohio), Inc.
                              County Landfill, Inc.
                                    CRX, Inc.
                           D & D Garage Services, Inc.
                           Delta Container Corporation
                              Delta Paper Stock Co.
                         Denver Regional Landfill, Inc.
                            Dinverno Recycling, Inc.
                                 Dinverno, Inc.
                         Dopheide Sanitary Service, Inc.
                            Draw Enterprises II, Inc.
                       Draw Enterprises Real Estate, Inc.
                          Duncan Disposal Service, Inc.
                         Eagle Industries Leasing, Inc.
                         East Coast Waste Systems, Inc.
                   ECDC Environmental of Humbolt County, Inc.
                               ECDC Holdings, Inc.
                            Elmhurst Disposal Company
                              Enviro Carting, Inc.
                             Enviro Recycling Corp.
                      Environmental Development Corporation
                        Environmental Reclamation Company
                                Environtech, Inc.
                        Evergreen Scavenger Service, Inc.
                                  Forward, Inc.
                         Fred Barbara Trucking Co., Inc.
                           G. Van Dyken Disposal Inc.
                             Garofalo Brothers, Inc.
                Garofalo Recycling and Transfer Station Co., Inc.
                          Gary Recycling Services, Inc.
                          General Refuse Rolloff Corp.
                        Georgia Recycling Services, Inc.
                          Golden Eagle Disposals, Inc.
                           Golden Waste Disposal, Inc.
                       Great Lakes Disposal Service, Inc.
                     Great Midwestern Recovery Systems, Inc.
                        Harland's Sanitary Landfill, Inc.
                         Hawkeye Disposal Services, Inc.
                          Illinois Bulk Handlers, Inc.


                                     -iii-
<PAGE>   4
                             SCHEDULE A (CONTINUED)

                             Illinois Landfill, Inc.
                        Illinois Recycling Services, Inc.
                          Independent Trucking Company
                    Indiana Recycling Services, Incorporated
                      Industrial Services of Illinois, Inc.
                           Ingrum Waste Disposal, Inc.
                            Joe Di Rese & Sons, Inc.
                         Lake Shore Distributions, Inc.
                     Lathrop Sunrise Sanitation Corporation
                            Lee County Landfill, Inc.
                               Loop Express, Inc.
                              Loop Recycling, Inc.
                           Loop Transfer, Incorporated
                 Louis Pinto & Son, Inc., Sanitation Contractors
                              MCM Sanitation, Inc.
                            Manumit of Florida, Inc.
                         Medical Disposal Services, Inc.
                           Metropolitan Disposal, Inc.
                         Mississippi Waste Paper Company
                              MJS Associates, Inc.
                             Monarch Disposal, Inc.
                        Nimishillen Industrial Park, Inc.
                            Northwest Recycling, Inc.
                        Oakland Heights Development, Inc.
                              Oklahoma Refuse, Inc.
                               Otay Landfill, Inc.
                          Ottawa County Landfill, Inc.
                         Palomar Transfer Station, Inc.
                                  Packman, Inc.
                               Paper Fibers, Inc.
                         Pittsburg County Landfill, Inc.
                         Price & Sons Recycling Company
                                   R. 18, Inc.
                          R.C. Miller Enterprises, Inc.
                        R.C. Miller Refuse Service, Inc.
                          Rabanco Intermodal/B.C., Inc.
                             Rabanco Recycling, Inc.
                        Rabanco Regional Landfill Company
                                  Rabanco, Ltd.
                              Ramona Landfill, Inc.
                                    RCS, Inc.
                           Recycling Associates, Inc.
                         Reliable Rubbish Disposal, Inc.
                             Resource Recovery, Inc.
                            Ridgeline Trucking, Inc.
                        Ross Bros. Waste & Recycling Co.
                              Roxana Landfill, Inc.
                              Royal Holdings, Inc.
                Rural Sanitation Service, Inc. of North Carolina
                                   S & L, Inc.
                            S & S Environmental, Inc.
                             San Marcos NCRRF, Inc.
                         Sanitary Disposal Service, Inc.
                                 Sanitran, Inc.
                              Saugus Disposal, Inc.
                          Sauk Trail Development, Inc.
                             Selas Enterprises Ltd.
                            Shred-All Recycling, Inc.
                     South Chicago Disposal, Inc. of Indiana
                              Southwest Waste, Inc.
                                   SSWI, Inc.
                   Standard Disposal Services of Florida, Inc.
                      Standard Environmental Services, Inc.
                              Standard Waste, Inc.
                          Stark Recycling Center, Inc.
                    Stewart Trash & Recycling Services, Inc.
                          Streator Area Landfill, Inc.
                             Suburban Transfer, Inc.
                            Suburban Warehouse, Inc.
                        Sunrise Sanitation Service, Inc.
                              Sunset Disposal, Inc.
                         Sunset Disposal Services, Inc.
                             Sycamore Landfill, Inc.
                              T & G Container, Inc.
                          Tates Transfer Systems, Inc.
                      Tom Luciano's Disposal Service, Inc.
                           Top Disposal Service, Inc.
                       Tri-State Recycling Services, Inc.
                Tri-State Refuse Equipment Sales & Service, Inc.
                             Turnpike Leasing, Inc.
                           United Waste Control Corp.
                 United Waste Systems of Central Michigan, Inc.
                     Upper Rock Island County Landfill, Inc.
                           USA Waste of Illinois, Inc.
                          Vining Disposal Service, Inc.
                       Vinnie Monte's Waste Systems, Inc.


                                      -iv-
<PAGE>   5
                             SCHEDULE A (CONTINUED)

                             Waste Associates, Inc.
                         Waste Reclaiming Services, Inc.
                         Wayne County Landfill IL, Inc.
                         Williams County Landfill, Inc.
                             WJR Environmental, Inc.
                          World Sanitation Corporation


                                   SCHEDULE B
                              SUBSIDIARY GUARANTORS

                                   AAWI, Inc.
                                    ADS, Inc.
                      Allied Acquisition Pennsylvania, Inc.
                          Allied Acquisition Two, Inc.
                           Allied Waste Company, Inc.
                    Allied Waste Industries of New York, Inc.
                      Allied Waste Landfill Holdings, Inc.
                        Allied Waste of Long Island, Inc.
                        Allied Waste Services, Inc. (MA)
                     Allied Waste Systems, Inc. (Del. corp.)
                        Allied Waste Transportation, Inc.
                        American Disposal Services, Inc.
                  American Disposal Services of Illinois, Inc.
                   American Disposal Services of Kansas, Inc.
                  American Disposal Services of Missouri, Inc.
                                 Autoshred, Inc.
                              AWIN Management, Inc.
                              County Disposal, Inc.
                              Cousins Carting Corp.
                          Liberty Waste Holdings, Inc.
                               Nationswaste, Inc.
                        Northeast Sanitary Landfill, Inc.
                Organized Sanitary Collectors and Recyclers, Inc.
                   Oscar's Collection Systems of Fremont, Inc.
                           Pinal County Landfill Corp.
                              S & S Recycling, Inc.
                        Standard Disposal Services, Inc.
                               Tricil (N.Y.), Inc.
                                 Wastehaul, Inc.


                                      -v-
<PAGE>   6
                                   SCHEDULE C

                              SUBSIDIARY GUARANTORS

                       Allied Waste Systems Holdings, Inc.

                                   SCHEDULE D
                              SUBSIDIARY GUARANTORS

                        Draw Acquisition Company Eighteen
                      Draw Acquisition Company Twenty Three
                       Draw Acquisition Company Twenty Two

                                   SCHEDULE E
                              SUBSIDIARY GUARANTORS

                            Allied Nova Scotia, Inc.

                                   SCHEDULE F
                              SUBSIDIARY GUARANTORS

                           AWIN Leasing Company, Inc.

                                   SCHEDULE G
                              SUBSIDIARY GUARANTORS

                         Allied Waste of New Jersey, LLC
                         Anderson Regional Landfill, LLC
                          Anson County Landfill NC, LLC
                             Bridgeton Landfill, LLC
                    Brunswick Waste Management Facility, LLC
                           Butler County Landfill, LLC
                          Ellis Scott Landfill MO, LLC
                          Great Plains Landfill OK, LLC
                          Jefferson City Landfill, LLC
                           Lee County Landfill SC, LLC
                              Lemons Landfill, LLC
                             Northeast Landfill, LLC
                           Pinecrest Landfill OK, LLC
                              Show-Me Landfill, LLC
                             Southeast Landfill, LLC

                                   SCHEDULE H
                              SUBSIDIARY GUARANTORS

                          Consolidated Processing, Inc.



                                      -vi-
<PAGE>   7

                                   SCHEDULE I
                              SUBSIDIARY GUARANTORS

                             Camelot Landfill TX, LP
                             Crow Landfill TX, L.P.
                         Ellis County Landfill TX, L.P.
                           Fort Worth Landfill TX, LP
                                Mars Road TX, LP
                            Mesquite Landfill TX, LP
                          Pleasant Oaks Landfill TX, LP
                         Pine Hill Farms Landfill TX, LP
                          Turkey Creek Landfill TX, LP

                                   SCHEDULE J
                              SUBSIDIARY GUARANTORS

                       Allied Gas Recovery Systems, L.L.C.

                                   SCHEDULE K
                              SUBSIDIARY GUARANTORS

                         AWIN I Acquisition Corporation

                                   SCHEDULE L
                              SUBSIDIARY GUARANTORS

                        County Line Landfill Partnership
                          Illiana Disposal Partnership
                          Key Waste Indiana Partnership
                       Newton County Landfill Partnership

                                   SCHEDULE M
                              SUBSIDIARY GUARANTORS

                              Allied Services, LLC

                                   SCHEDULE N
                              SUBSIDIARY GUARANTORS

                             D & L Disposal, L.L.C.
                            Envotech-Illinois, L.L.C.
                    Liberty Waste Services of McCook, L.L.C.

                                   SCHEDULE O
                              SUBSIDIARY GUARANTORS

                       Draw Enterprises Real Estate, L.P.


                                     -vii-
<PAGE>   8
                                   SCHEDULE P
                              SUBSIDIARY GUARANTORS

                       Evergreen Scavenger Service, L.L.C.
                   Liberty Waste Services of Illinois, L.L.C.
                         Packerton Land Company, L.L.C.

                                   SCHEDULE Q
                              SUBSIDIARY GUARANTORS

                     Liberty Waste Services Limited, L.L.C.

                                   SCHEDULE R
                              SUBSIDIARY GUARANTORS

                              Paper Fibres Company

                                   SCHEDULE S
                              SUBSIDIARY GUARANTORS

                          Tri-State Refuse Corporation
                               Mesa Disposal, Inc.
                              Refuse Service, Inc.

                                   SCHEDULE T
                              SUBSIDIARY GUARANTORS

                            ECDC Environmental, L.C.

                                   SCHEDULE U
                              SUBSIDIARY GUARANTORS

                         Oklahoma City Landfill, L.L.C.

                                   SCHEDULE V
                             SUBSIDIARY GUARANTORS

                               Rabanco Companies

                                   SCHEDULE W
                             SUBSIDIARY GUARANTORS

                                U.S. Disposal II

                                   SCHEDULE X
                             SUBSIDIARY GUARANTORS

                               Recycle Seattle II

                                   SCHEDULE Y
                             SUBSIDIARY GUARANTORS

                           Regional Disposal Company


                                     -viii-
<PAGE>   9
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL OR OFFER THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED JANUARY  , 1999

PROSPECTUS

                                    OFFER FOR
              ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
                                 IN EXCHANGE FOR
                      7 3/8% SERIES B SENIOR NOTES DUE 2004

              ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
                                 IN EXCHANGE FOR
                      7 5/8% SERIES B SENIOR NOTES DUE 2006

              ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
                                 IN EXCHANGE FOR
                      7 7/8% SERIES B SENIOR NOTES DUE 2009

                                       OF
                        ALLIED WASTE NORTH AMERICA, INC.
                  THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
                      NEW YORK CITY TIME, ON       , 1999.

THE REGISTERED NOTES

-        The terms of each of the Series B Senior Notes to be issued are
         substantially identical to each of the outstanding Series A Senior
         Notes that we issued on December 23, 1998, except for certain transfer
         restrictions, registration rights and special interest provisions
         relating to the outstanding Series A Senior Notes. Sometimes, we will
         refer to the Series A Senior Notes and the Series B Senior Notes
         together in this Prospectus as the Senior Notes. We also refer to the
         Series B Senior Notes exchanged in the exchange offer as the Exchange
         Notes.

-        Interest on the Senior Notes is payable semi-annually in arrears on
         each January 1 and July 1, commencing July 1, 1999. 

-        The Senior Notes are senior, unsecured obligations of the Company and
         will rank equally to each other, and to all our existing and future
         senior unsecured indebtedness and will rank senior in right of payment
         to all our existing and future subordinated indebtedness. The Senior
         Notes are guaranteed on a senior unsecured basis by Allied Waste
         Industries, Inc. ("Allied"), a Delaware corporation of which we are a
         direct wholly-owned subsidiary, and, so long as our senior credit
         facility is similarly guaranteed, by substantially all of our direct
         and indirect subsidiaries. However, the Senior Notes will be
         effectively subordinated to all of our secured indebtedness, including
         outstanding indebtedness under our senior credit facility to the extent
         of the assets securing such indebtedness.

MATERIAL TERMS OF THE EXCHANGE OFFER

-        Expires at 5:00 p.m., New York City time, on ________________ , 1999,
         unless extended.

-        Not subject to any condition other than that the Exchange Offer not
         violate applicable law or any applicable interpretation of the Staff of
         the Securities and Exchange Commission.

-        All outstanding Series A Senior Notes that are validly tendered and not
         validly withdrawn will be exchanged for an equal principal amount of
         Series B Senior Notes which are registered under the Securities Act of
         1933, as amended.

-        The exchange of Senior Notes will not be a taxable exchange for the
         U.S. federal income tax purposes.

-        We will not receive any proceeds from the Exchange Offer.

-        Tenders of outstanding Series A Senior Notes may be withdrawn at any
         time prior to the expiration of the Exchange Offer.

 CONSIDER CAREFULLY THE "RISK FACTORS" BEGINNING ON PAGE 12 OF THIS PROSPECTUS.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
        COMMISSION HAS APPROVED THE SENIOR NOTES TO BE DISTRIBUTED IN THE
         EXCHANGE OFFER, NOR HAVE ANY OF THESE ORGANIZATIONS DETERMINED
                THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                     THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE>   10
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
Where You Can Find More Information..........................................................             1
Incorporation of Certain Documents by Reference..............................................             1
Forward-Looking Statements...................................................................             2
Prospectus Summary...........................................................................             3
  The Exchange Offer.........................................................................             3
  The Company................................................................................             3
  Summary of the Terms of the Exchange Offer.................................................             4
  Consequences of Not Exchanging Old Senior Notes............................................             8
  Summary Description of the New Senior Notes................................................             8
Risk Factors.................................................................................            12
Selected Financial Data......................................................................            21
The Exchange Offer...........................................................................            23
Certain Indebtedness.........................................................................            31
Description of the New Senior Notes..........................................................            33
Certain United States Federal Income Tax Consequences........................................            68
Plan of Distribution.........................................................................            72
Validity of the New Senior Notes.............................................................            72
Experts......................................................................................            72
</TABLE>


NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE INITIAL PURCHASERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER TO SELL OR SOLICITATION WOULD
BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS.


                                       i
<PAGE>   11
                       WHERE YOU CAN FIND MORE INFORMATION

         Allied is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance with these rules, we file
annual, quarterly and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy the reports and other information
that we file with the SEC at the SEC's public reference facilities at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information
about Allied and the Company from the following regional offices of the SEC:
Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60601-2511.
Copies of these materials also can be obtained from the Public Reference Section
of the SEC, Washington, D.C. 20549 at prescribed rates. Our filings with the SEC
are also available to the public on the SEC's home page on the Internet at
http://www.sec.gov.

         We have filed with the SEC a Registration Statement on Form S-4 (the
"Registration Statement") with respect to our 7 3/8% Series B Senior Notes due
2004, 7 5/8% Series B Senior Notes due 2006 and 7 7/8% Series B Senior Notes due
2009. This Prospectus, which is a part of the Registration Statement, omits
certain information included in the Registration Statement. Statements made in
this Prospectus as to the contents of any contract, agreement or other document
are not necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement, we refer you
to such exhibit for a more complete description of the matter involved, and each
such statement is deemed qualified in its entirety to such reference.

         The indenture governing the outstanding Senior Notes provides that we
will furnish to the holders of the Senior Notes copies of the periodic reports
required to be filed by Allied or us with the SEC under the Exchange Act. Even
if neither Allied nor us is subject to the periodic reporting and informational
requirements of the Exchange Act, Allied or we will make such filings to the
extent that such filings are accepted by the SEC. Allied or we will make these
filings regardless of whether we have a class of securities registered under the
Exchange Act. Furthermore, we will provide the Trustee for the Senior Notes
within 15 days after such filings with annual reports containing the information
required to be contained in Form 10-K, and quarterly reports containing the
information required to be contained in Form 10-Q promulgated by the Exchange
Act. From time to time, Allied or we will also provide such other information as
is required to be contained in Form 8-K promulgated by the Exchange Act. If the
filing of such information is not accepted by the SEC or is prohibited by the
Exchange Act, we will then provide promptly upon written request copies of such
reports to prospective purchasers of the Senior Notes.



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We hereby incorporate by reference into this Prospectus the following
documents or information filed with the SEC (File No. 000-19285):

         (a)      Allied's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1997 (the "1997 10-K"), filed with the SEC on
                  March 31, 1998, as amended by the Form 8-K/A filed on August
                  28, 1998 and as supplemented by the Form 8-K, dated October
                  29, 1998 filed with the SEC.

         (b)      Allied's Quarterly Reports on Form 10-Q for the fiscal quarter
                  ended March 31, 1998, filed with the SEC on May 14, 1998, the
                  quarter ended June 30, 1998, filed with the SEC on August 14,
                  1998 and the quarter ended September 30, 1998 filed with the
                  SEC on November 16, 1998.

         (c)      Allied's Current Reports on Form 8-K filed on May 18, 1998,
                  August 21, 1998, August 28, 1998, October 29, 1998, October
                  30, 1998, November 25, 1998, December 7, 1998, December 8,
                  1998 and December 28, 1998, respectively.

         (d)      Allied's Proxy Statement filed April 29, 1998.


                                      -1-
<PAGE>   12
         (e)      all documents filed by Allied pursuant to Section 13 (a),
                  13(c), 14 or 15(d) of the Exchange Act subsequent to the date
                  of the Registration Statement of which this Prospectus is part
                  and prior to the effectiveness thereof or subsequent to the
                  date of this Prospectus and prior to the termination of the
                  offering made hereby.

         Any statement contained herein, or in any documents incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purpose of this Prospectus to the extent that a subsequent
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents are available without
charge upon written or oral request from Henry L. Hirvela, Chief Financial
Officer of Allied at Allied's principal executive offices located at 15880 North
Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, telephone number
(602) 423-2946.

         This Exchange Offer is not being made to, nor will we accept surrenders
for exchange from, holders of outstanding Senior Notes in any jurisdiction in
which this Exchange Offer or the acceptance thereof would not be in compliance
with the Securities or Blue Sky laws of such jurisdiction.



                           FORWARD-LOOKING STATEMENTS

         This Prospectus contains both historical and forward-looking
statements. These forward-looking statements are not historical facts, but only
predictions and generally can be identified by use of statements that include
phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee"
or other words or phrases of similar import. Similarly, statements that describe
our objectives, plans or goals also are forward-looking statements. Our
operations are subject to certain risks and uncertainties that could cause
actual results to differ materially from those contemplated by the relevant
forward-looking statement. You are urged to consider these factors carefully in
evaluating the forward-looking statements, including the factors described below
under "Risk Factors." The forward-looking statements included herein are made
only as of the date of this Prospectus and we undertake no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances. We cannot assure you that projected results or events will be
achieved.


                                      -2-
<PAGE>   13
                               PROSPECTUS SUMMARY

         This summary highlights selected information from this Prospectus, but
does not contain all information that may be important to you. This Prospectus
includes or incorporates by reference specific terms of the Exchange Offer, as
well as information regarding our business and detailed financial data. We
encourage you to read the detailed information and financial statements
appearing elsewhere or incorporated by reference in this Prospectus. Except if
the context requires otherwise, references in this Prospectus to (1) "we," "us,"
"our," "AWNA" or "Company" refer to Allied Waste North America, Inc., a wholly
owned subsidiary of Allied Waste Industries, Inc., and its direct and indirect
subsidiaries; and (2) "Allied" is to Allied Waste Industries, Inc., and its
direct and indirect subsidiaries on a consolidated basis, including AWNA. The
term "Old Senior Notes" refers to the 7 3/8% Series A Senior Notes due 2004, the
7 5/8% Series A Senior Notes due 2006 and the 7 7/8% Series A Senior Notes due
2009 that were issued on December 23, 1998. The term "New Senior Notes" refers
to the 7 3/8% Series B Senior Notes due 2004, the 7 5/8% Series B Senior Notes
due 2006 and the 7 7/8% Series B Senior Notes due 2009 offered pursuant to this
Prospectus. The term "Senior Notes" refers to the Old Senior Notes and the New
Senior Notes collectively.


                               THE EXCHANGE OFFER


         We completed on December 23, 1998 the private offering of an aggregate
of $1,700,000,000 of Senior Notes consisting of $225,000,000 7 3/8% Senior Notes
due 2004, $600,000,000 7 5/8% Senior Notes due 2006 and $875,000,000 7 7/8%
Senior Notes due 2009. We entered into registration rights agreements with the
initial purchasers in the private offering in which we agreed, among other
things, to deliver to you this Prospectus and to complete the Exchange Offer
within 180 days of the issuance of the Old Senior Notes. You are entitled to
exchange in the Exchange Offer your outstanding Old Senior Notes for registered
New Senior Notes with substantially identical terms. If the Exchange Offer is
not completed by July 5, 1999, then special interest, in addition to the base
interest that would otherwise accrue on the Senior Notes, shall accrue at a per
annum rate of 0.25% for the first 90 days after July 5, 1999, at a per annum
rate of 0.50% for the second 90 days after July 5, 1999, at a per annum rate of
0.75% for the third 90 days after July 5, 1999 and after that, at a per annum
rate of 1.0%. You should read the discussion under the headings "Summary --
Description of the New Senior Notes" and "Description of the New Senior Notes"
for further information regarding the registered notes.


         We believe that the New Senior Notes issued in the Exchange Offer may
be resold by you without compliance with the registration and prospectus
delivery provisions of the Securities Act, subject to certain conditions. You
should read the discussion under the headings "--Summary of the Terms of
Exchange Offer" and "The Exchange Offer" for further information regarding the
Exchange Offer and resale of the Senior Notes.


                                   THE COMPANY

         Allied is a vertically integrated solid waste management company
providing non-hazardous waste collection, transfer, recycling and disposal
services to approximately 2.4 million residential, municipal and commercial
customers located in 28 states primarily in the Midwest, Northeast, Southeast,
Southwest and Northwest United States. Allied conducts its operations primarily
through the Company and subsidiaries of the Company. As of November 30, 1998, we
conducted our operations through 114 collection companies, 72 transfer stations,
26 recycling facilities and 72 landfills. The principal executive offices of
Allied and the Company are located at 15880 North Greenway-Hayden Loop, Suite
100, Scottsdale, Arizona 85260, and the telephone number is (602) 423-2946.

BUSINESS STRATEGY

         The major components of our business strategy consist of:

         -        operating vertically integrated non-hazardous solid waste
                  services businesses with a high rate of waste internalization;

         -        managing these businesses locally with a strong focus on
                  operations;

         -        maintaining a high rate of growth through acquisitions and
                  internal growth in existing and selected new markets; and

         -        maintaining the financial capacity, management capabilities
                  and administrative systems and controls to support on-going
                  operations and future growth.


                                      -3-
<PAGE>   14
                   SUMMARY OF THE TERMS OF THE EXCHANGE OFFER

         The Exchange Offer relates to the exchange of up to $1,700,000,000
aggregate principal amount of outstanding Old Senior Notes for an equal
aggregate principal amount of New Senior Notes. The New Senior Notes will be
obligations of the Company entitled to the benefits of the indenture governing
the outstanding Senior Notes. The form and terms of the New Senior Notes are
identical in all material respects to the form and terms of the outstanding Old
Senior Notes except that the New Senior Notes have been registered under the
Securities Act, and therefore are not entitled to the benefits of the
registration rights granted under the registration rights agreements, executed
as part of the offering of the outstanding Old Senior Notes, dated December 23,
1998 among the Company and the initial purchasers in the private offering,
including Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs &
Co., Credit Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated, Bear Stearns & Co. Inc.,
BT Alex. Brown Incorporated, CIBC Oppenheimer Corp. and Salomon Smith Barney
Inc., relating to certain contingent increases in the interest rates provided
for pursuant thereto. As a result of this registration, the New Senior Notes
will not bear legends restricting their transfer.


<TABLE>
<S>                                                 <C>
Registration Rights Agreements....................  You are entitled to exchange your Old Senior Notes for registered New Senior
                                                    Notes with substantially identical terms. The Exchange Offer is intended to
                                                    satisfy these rights. After the Exchange Offer is complete, you will no longer
                                                    be entitled to any exchange or registration rights with respect to your Senior
                                                    Notes.
The Exchange Offer................................  We are offering to exchange $1,000 principal amount of the following New Senior
                                                    Notes which have been registered under the Securities Act for each $1,000 
                                                    principal amount of our outstanding Old Senior Notes listed below which
                                                    were issued in December 1998 in a private offering:

                                                    -        7 3/8% Series A Senior Notes due 2004 in exchange for 7 3/8% Series B 
                                                             Senior Notes due 2004 (the "Five Year Notes")

                                                    -        7 5/8% Series A Senior Notes due 2006 in exchange for 7 5/8% Series B 
                                                             Senior Notes due 2006 (the "Seven Year Notes")

                                                    -        7 7/8% Series A Senior Notes due 2009 in exchange for 7 7/8% Series B
                                                             Senior Notes due 2009 (the "Ten Year Notes")

                                                    In order to be exchanged, an outstanding Old Senior Note must be properly
                                                    tendered and accepted. All outstanding Old Senior Notes that are validly
                                                    tendered and not validly withdrawn will be exchanged.

                                                    The following principal amounts of the Old Senior Notes are outstanding:

                                                    -        $225,000,000 7 3/8% Series A Senior Notes due 2004

                                                    -        $600,000,000 7 5/8% Series A Senior Notes due 2006

                                                    -        $875,000,000 7 7/8% Series A Senior Notes due 2009

                                                    We will issue registered notes on or promptly after the expiration of the
                                                    Exchange Offer.

Resale of the New Notes...........................  Based on an interpretation by the staff of the SEC set forth in no-action 
                                                    letters issued to third parties, including "Exxon Capital 
</TABLE>


                                      -4-
<PAGE>   15
<TABLE>
<S>                                                 <C>
                                                    Holdings Corporation" (available May 13, 1988), "Morgan Stanley & Co.           
                                                    Incorporated" (available June 5, 1991), "Mary Kay Cosmetics, Inc." (available   
                                                    June 5, 1991) and "Warnaco, Inc." (available October 11, 1991), we believe that 
                                                    the New Senior Notes issued in the exchange offer may be offered for resale,    
                                                    resold and otherwise transferred by you without compliance with the registration
                                                    and prospectus delivery provisions of the Securities Act if:                    
                                                                                                                                    
                                                    -        the New Senior Notes issued in the Exchange Offer are being acquired by
                                                             you in the ordinary course of your business;                           
                                                                                                                                    
                                                    -        you are not participating, do not intend to participate, and have no   
                                                             arrangement understanding with any person to participate, in the       
                                                             distribution of the New Senior Notes issued to you in the Exchange     
                                                             Offer;                                                                 
                                                                                                                                    
                                                    -        you are not a broker-dealer who purchased such outstanding Old Senior  
                                                             Notes directly from us for resale pursuant to Rule 144A or any other   
                                                             available exemption under the Securities Act; and                      
                                                                                                                                    
                                                    -        you are not an "affiliate" of ours or of Allied.                       
                                                                                                                                    
                                                    If our belief is inaccurate and you transfer any note issued to you in the      
                                                    Exchange Offer without delivering a prospectus meeting the requirement of the   
                                                    Securities Act or without an exemption from registration of your Old Senior     
                                                    Notes from such requirements, you may incur liability under the Securities Act. 
                                                    We do not assume or indemnify you against such liability. Each broker-dealer    
                                                    that is issued New Senior Notes in the Exchange Offer for its own account in    
                                                    exchange for Old Senior Notes which were acquired by such broker-dealer as a    
                                                    result of market-making or other trading activities must acknowledge that it    
                                                    will deliver a prospectus meeting the requirements of the Securities Act, in    
                                                    connection with any resale of the New Senior Notes issued in the Exchange Offer.
                                                    The Letter of Transmittal states that by so acknowledging and by delivering a   
                                                    prospectus, such broker-dealer will not be deemed to admit that it is an        
                                                    "underwriter" within the meaning of the Securities Act. A broker-dealer may use 
                                                    this Prospectus for an offer to resell, resale or other retransfer of the New   
                                                    Senior Notes issued to it in the Exchange Offer. We have agreed to use our best 
                                                    efforts to make this Prospectus and any amendment or supplement to this         
                                                    Prospectus available to any such broker-dealer for use in connection with any   
                                                    such resales. We believe that no registered holder of the outstanding Old Senior
                                                    Notes is an affiliate (as such term is defined in Rule 405 of the Securities    
                                                    Act) of the Company. The Exchange Offer is not being made to, nor will we accept
                                                    surrenders for exchange from, holders of outstanding Old Senior Notes in any    
                                                    jurisdiction in which this Exchange Offer or the acceptance thereof would not be
                                                    in compliance with the securities or blue sky laws of such jurisdiction.        
                                                    
Expiration Date...................................  The Exchange Offer will expire at 5:00 p.m., New York City time, ____________, 
                                                    1999, unless we decide to extend the expiration date.
</TABLE>


                                      -5-
<PAGE>   16
<TABLE>
<S>                                                 <C>
Accrued Interest on the New Senior Notes
and the Outstanding Old Senior Notes..............  The Old Senior Notes and the New Senior Notes will bear interest from December  
                                                    23, 1998. Old Senior Notes that are accepted for exchange will cease to accrue  
                                                    interest from the date of completion of the Exchange Offer. Consequently,       
                                                    holders who exchange their outstanding Old Senior Notes for New Senior Notes    
                                                    will receive the same interest payment on July 1, 1999 (the first interest      
                                                    payment date with respect to the outstanding Old Senior Notes and the New Senior
                                                    Notes to be issued in the Exchange Offer) that they would have received had they
                                                    not accepted the Exchange Offer.                                                

Termination of the Exchange Offer.................  We may terminate the Exchange Offer if we determine that our ability to proceed 
                                                    with the Exchange Offer could be materially impaired due to any legal or        
                                                    governmental action, new law, statute, rule or regulation or any interpretation 
                                                    of the staff of the SEC of any existing law, statute, rule or regulation. We do 
                                                    not expect any of the foregoing conditions to occur, although we cannot assure  
                                                    you that such conditions will not occur. Holders of outstanding Old Senior Notes
                                                    will have certain rights against Allied and us under the registration rights    
                                                    agreements executed as part of the offering of the outstanding Old Senior Notes 
                                                    should we fail to consummate the Exchange Offer.                                

Procedures for Tendering Outstanding
Old Senior Notes..................................  If you are a holder of an Old Senior Note and you wish to tender your Old Senior
                                                    Note for exchange pursuant to the Exchange Offer, you must transmit to U.S Bank 
                                                    Trust National Association, as exchange agent, on or prior to the Expiration    
                                                    Date: either                                                                    

                                                    -        a properly completed and duly executed Letter of Transmittal, which    
                                                             accompanies this Prospectus, or a facsimile of the Letter of           
                                                             Transmittal, including all other documents required by the Letter of   
                                                             Transmittal, to the Exchange Agent at the address set forth on the     
                                                             cover page of the Letter of Transmittal; or                            
                                                                                                                                    
                                                    -        a computer-generated message transmitted by means of The Depository    
                                                             Trust Company's ("DTC") Automated Tender Offer Program system and      
                                                             received by the Exchange Agent and forming a part of a confirmation of 
                                                             book entry transfer in which you acknowledge and agree to be bound by  
                                                             the terms of the Letter of Transmittal; and, either                    
                                                                                                                                    
                                                             a timely confirmation of book-entry transfer of your outstanding Old   
                                                             Senior Notes into the Exchange Agent's account at DTC pursuant to DTC's
                                                             procedure for book-entry transfers described in this Prospectus under  
                                                             the heading "The Exchange Offer--Procedure for Tendering," must be     
                                                             received by the Exchange Agent on or prior to the Expiration Date; or  
                                                                                                                                    
                                                             the documents necessary for compliance with the guaranteed delivery    
                                                             procedures described below.                                            
</TABLE>


                                      -6-
<PAGE>   17
<TABLE>
<S>                                                 <C>
                                                    By executing the Letter of Transmittal, each holder will represent to us that,  
                                                    among other things,                                                             
                                                                                                                                    
                                                    -        the New Senior Notes to be issued in the Exchange Offer are obtained in
                                                             the ordinary course of business of the person receiving such New Senior
                                                             Notes whether or not such person is the holder,                        
                                                                                                                                    
                                                    -        neither the holder nor any such other person has an arrangement or     
                                                             understanding with any person to participate in the distribution or    
                                                             such New Senior Note and                                               
                                                                                                                                    
                                                    -        neither the holder nor any such other person is an "affiliate," as     
                                                             defined in Rule 405 under the Securities Act of the Company or of      
                                                             Allied.                                                                

Special Procedures for Beneficial Owners..........  If you are the beneficial owner of Old Senior Notes and your name does not      
                                                    appear on a security position listing of DTC as the holder of such Old Senior   
                                                    Notes or if you are a beneficial owner of registered Old Senior Notes that are  
                                                    registered in the name of a broker, dealer, commercial bank, trust company or   
                                                    other nominee and you wish to tender such Old Senior Notes or registered Old    
                                                    Senior Notes in the Exchange Offer, you should promptly contact the person in   
                                                    whose name your Old Senior Notes are registered and instruct such person to     
                                                    tender on your behalf. If such beneficial holder wishes to tender on his own    
                                                    behalf such beneficial holder must, prior to completing and executing the Letter
                                                    of Transmittal and delivering its outstanding Old Senior Notes, either make     
                                                    appropriate arrangements to register ownership of the outstanding Old Senior    
                                                    Notes in such holder's name or obtain a properly completed bond power from the  
                                                    registered holder. The transfer of record ownership may take considerable time. 

Guaranteed Delivery Procedures....................  If you wish to tender your Old Senior Notes and time will not permit your       
                                                    required documents to reach the Exchange Agent by the Expiration Date, or the   
                                                    procedure for book-entry transfer cannot be completed on time or certificates   
                                                    for registered Old Senior Notes cannot be delivered on time, you may tender your
                                                    Old Senior Notes pursuant to the procedures described in this Prospectus under  
                                                    the heading "The Exchange Offer--Guaranteed Delivery Procedure."                

Withdrawal Rights ................................  You may withdraw the tender of your Old Senior Notes at any time prior to 5:00
                                                    p.m., New York City time, on , 1999, the business day prior to the Expiration 
                                                    Date, unless your Old Senior Notes were previously accepted for exchange      

Acceptance of Outstanding Old Senior Notes and
Delivery of Exchange Notes........................  Subject to certain conditions (as summarized above in "Termination of the      
                                                    Exchange Offer" and described more fully under the "The Exchange               
                                                    Offer--Termination"), we will accept for exchange any and all outstanding Old  
                                                    Senior Notes which are properly tendered in the Exchange Offer prior to 5:00   
                                                    p.m., New York City time, on the Expiration Date. The New Senior Notes issued  
                                                    pursuant to Exchange Offer will be delivered promptly following the Expiration 
                                                    Date.                                                                          
</TABLE>


                                      -7-
<PAGE>   18
<TABLE>
<S>                                                 <C>
Certain U.S. Federal Income Tax Consequences......  An exchange of Old Senior Notes for New Senior Notes will not taxable to     
                                                    holders. See "Certain United States Federal Tax Consequences--Certain Federal
                                                    Income Tax Consequences of the Exchange Offer."                              

Use of Proceeds ..................................  We will not receive any proceeds from the issuance of New Senior Notes pursuant
                                                    to the Exchange Offer. We will pay all expenses incident to the Exchange Offer.

Exchange Agent ...................................  The U.S. Bank Trust National Association is serving as exchange agent in      
                                                    connection with the Exchange Offer. The Exchange Agent can be reached at      
                                                    Corporate Trust Trustee Administration, [100 Wall Street, New York, NY 10005].
                                                    For more information with respect to the Exchange Offer, the telephone number 
                                                    for the Exchange Agent is [( ) - ] and the facsimile number for the Exchange  
                                                    Agent is [(612) 244-0711].                                                    
</TABLE>

                 CONSEQUENCES OF NOT EXCHANGING OLD SENIOR NOTES

         If you do not exchange your Old Senior Notes in the Exchange Offer,
your Old Senior Notes will continue to be subject to the restrictions on
transfer set forth in the legend on the certificate for your Old Senior Notes.
In general, you may offer or sell your Old Senior Notes only if they are
registered under, offered or sold pursuant to an exemption from, or offered or
sold in a transaction not subject to, the Securities Act and applicable state
securities laws. We do not currently intend to register the Old Senior Notes
under the Securities Act. See "The Exchange Offer--Consequences of Exchanging or
Failing to Exchange Old Senior Notes."


                   SUMMARY DESCRIPTION OF THE NEW SENIOR NOTES

<TABLE>
<S>                                                 <C>
Notes Offered.....................................  $225,000,000 in aggregate principal amount at maturity of 7 3/8% Series B Senior
                                                    Notes due 2004                                                                  

                                                    $600,000,000 in aggregate principal amount at maturity of 7 5/8% Series B Senior
                                                    Notes due 2006

                                                    $875,000,000 in aggregate principal amount at maturity of 7 7/8% Series B Senior
                                                    Notes due 2009

Maturity Date.....................................  The 7 3/8% Series B Senior Notes will mature on January 1, 2004.

                                                    The 7 5/8% Series B Senior Notes will mature on January 1, 2006.

                                                    The 7 7/8% Series B Senior Notes will mature on January 1, 2009.

Interest Payments Dates...........................  The 7 3/8% Series B Senior Notes will bear interest at the rate of 7 3/8%     
                                                    compounded semi-annually on January 1 and July 1 of each year, commencing July
                                                    1, 1999.                                                                      

                                                    The 7 5/8% Series B Senior Notes will bear interest at the rate of 7 5/8%     
                                                    compounded semi-annually on January 1 and July 1 of each year, commencing July
                                                    1, 1999.                                                                      
</TABLE>


                                      -8-
<PAGE>   19
<TABLE>
<S>                                                 <C>
                                                    The 7 7/8% Series B Senior Notes will bear interest at the rate of 7 7/8%     
                                                    compounded semi-annually on January 1 and July 1 of each year, commencing July
                                                    1, 1999.                                                                      

Ranking...........................................  The Senior Notes are senior, unsecured obligations of the Company and will rank 
                                                    equally to each other, and to all our existing and future senior unsecured      
                                                    indebtedness and will rank senior in right of payment to all our existing and   
                                                    future subordinated indebtedness. The Senior Notes are guaranteed on a senior   
                                                    unsecured basis by Allied of which we are a direct wholly-owned subsidiary, and,
                                                    so long as our senior credit facility is similarly guaranteed, by substantially 
                                                    all of our direct and indirect subsidiaries. However, the Senior Notes will be  
                                                    effectively subordinated to all of our secured indebtedness, including          
                                                    outstanding indebtedness under our senior credit facility to the extent of the  
                                                    assets securing such indebtedness. As of September 30, 1998, on a pro forma     
                                                    basis after giving effect to the issuance of the Senior Notes and the           
                                                    application of the proceeds therefrom, we would have had approximately $368     
                                                    million of secured indebtedness outstanding and approximately an additional $730
                                                    million of availability under our Senior Credit Facility which would be secured 
                                                    indebtedness. The terms "indebtedness" and subordinated indebtedness" are       
                                                    defined in the "Description of the New Senior Notes--Subordination" and         
                                                    "Description of the New Senior Notes--Certain Definitions" sections of this     
                                                    Prospectus.                                                                     

Optional Redemption...............................  We may redeem the Five Year Notes and the Seven Year Notes at the Redemption
                                                    Price (as defined) equal to the greater of:                                 

                                                    -        100% of their principal amount; or                                     
                                                                                                                                    
                                                    -        the sum of the present values of the remaining scheduled payments of   
                                                             principal and interest thereon discounted to maturity on a semi-annual 
                                                             basis at the Treasury Yield plus 50 basis points, plus in each case    
                                                             accrued but unpaid interest (including Special Interest).              
                                                                                                                                    
                                                    Before January 1, 2004, we may redeem the Ten Year Notes at any time, at the    
                                                    redemption price equal to the greater of                                        
                                                                                                                                    
                                                    -        100% of their principal amount or                                      
                                                                                                                                    
                                                    -        the sum of the present values of the remaining scheduled payments of   
                                                             principal and interest thereon discounted to maturity on a semi-annual 
                                                             basis (assuming a 360-day year consisting of twelve 30-day months) at  
                                                             the Treasury Yield plus 50 basis points, plus in each case accrued but 
                                                             unpaid interest (including Special Interest).                          
                                                                                                                                    
                                                    On or after January 1, 2004, we may redeem all or part of the Ten Year Notes, at
                                                    redemption prices that decline over time until the maturity date.               
</TABLE>


                                      -9-
<PAGE>   20
<TABLE>
<S>                                                 <C>
Public Equity Offering Optional  Redemption.......  Before January 1, 2002, we may redeem on any one or more occasions up to 33 1/3%
                                                    of the aggregate principal amount of the Ten Year Notes with the net proceeds of
                                                    one or more public equity offerings at a price equal to 107.9% of the principal 
                                                    amount thereof, plus accrued and unpaid interest and Special Interest, if any.  
                                                    See "Description of the New Senior Notes-- Optional Redemption."                

Change of Control.................................  Upon certain change of control events, each holder of Senior Notes may require  
                                                    us to repurchase all or a portion of its Senior Notes at a purchase price equal 
                                                    to 101% of the principal amount thereof, plus accrued interest. See "Description
                                                    of the New Senior Notes--Certain Definitions" for the definition of a Change of 
                                                    Control."                                                                       

Guarantees .......................................  Our obligations under the Senior Notes are fully guaranteed on a senior         
                                                    unsecured basis by Allied and, so long as our senior credit facility is         
                                                    similarly guaranteed, all of our existing and future restricted subsidiaries (as
                                                    defined herein). See "Description of the New Senior Notes -- Guarantees."       

Certain Covenants ................................  The Indenture contains certain covenants that, among other things, limit our   
                                                    ability and the ability of our restricted subsidiaries to:                     
                                                                                                                                   
                                                    -        pay certain dividends, redeem capital stock or make certain other     
                                                             restricted payments or investments;                                   
                                                                                                                                   
                                                    -        incur additional indebtedness or issue preferred equity interests;    
                                                                                                                                   
                                                    -        merge, consolidate or sell all or substantially all of its assets;    
                                                                                                                                   
                                                    -        create liens on assets; and                                           
                                                                                                                                   
                                                    -        enter into certain transactions with affiliates or related persons.   
                                                                                                                                   
                                                    These covenants are subject to important exceptions and qualifications, which  
                                                    are described under the heading "Description of the New Senior Notes" in this  
                                                    Prospectus.                                                                    
                                                                                                                                   
                                                    Following the first date upon which any one of the Senior Notes are rated the  
                                                    following:                                                                     
                                                                                                                                   
                                                    -        Baa3 or better by Moody's Investors Service, Inc. and BB+ or better by
                                                             Standard & Poor's Ratings Group; or                                   
                                                                                                                                   
                                                    -        BBB- or better by Standard & Poor's Ratings Group and Ba1 or better by
                                                             Moody's Investors Service, Inc., then                                 

                                                    certain covenants, including those relating to the incurrence of indebtedness,
                                                    the making of dividends, the redemption of capital stock and other restricted 
                                                    payments, limitations on restrictions concerning distributions by subsidiaries
                                                    and transactions with affiliates will no longer be applicable to the Senior   
                                                    Notes.                                                                        

Exchange Offer; Registration Rights...............  Under registration rights agreements executed as part of the offering of the
                                                    outstanding Old Senior Notes, we have agreed to:                            
</TABLE>


                                      -10-
<PAGE>   21
<TABLE>
<S>                                                 <C>
                                                    -        file a registration statement within 90 days after the issue date of   
                                                             the Old Senior Notes enabling holders to exchange the privately placed 
                                                             Old Senior Notes for publicly registered notes with identical terms,   
                                                                                                                                    
                                                    -        use our best efforts to cause the registration statement to become     
                                                             effective within 180 days after the issue date of the Old Senior Notes,
                                                                                                                                    
                                                    -        consummate the exchange offer within 45 days after the effective date  
                                                             of our registration date, and                                          
                                                                                                                                    
                                                    -        use our best efforts to file a shelf registration statement for the    
                                                             resale of the Old Senior Notes if we cannot effect an exchange offer   
                                                             within the time periods listed above and in certain other              
                                                             circumstances.                                                         
                                                                                                                                    
                                                    The interest rate on the Senior Notes will increase if we do not comply with our
                                                    obligations under the registration rights agreement under certain circumstances.
                                                    See "The Exchange Offer--Registration Rights Agreement."                        

Risk Factors......................................  See "Risk Factors" for a discussion of factors you should carefully consider
                                                    before deciding to invest in the New Senior Notes.                          
</TABLE>


                                      -11-
<PAGE>   22
                                  RISK FACTORS

         You should consider carefully the following risks and all of the
information set forth in this Prospectus before tendering your Old Senior Notes
in the Exchange Offer and making an investment in the New Senior Notes. The risk
factors set forth below (other than "-- Consequences of Not Exchanging Old
Senior Notes") are generally applicable to the Old Senior Notes as well as the
New Senior Notes.

CONSEQUENCES OF NOT EXCHANGING NOTES

         If you do not exchange your Old Senior Notes for the New Senior Notes
pursuant to the Exchange Offer, you will continue to be subject to the
restrictions on transfer of your Old Senior Notes described in the legend on
your Old Senior Notes. The restrictions on transfer of your Old Senior Notes
arise because we issued the Old Senior Notes pursuant to exemptions from, or in
transactions not subject to, the registration requirements of the Securities Act
and applicable state securities laws. In general, you may only offer or sell the
Old Senior Notes if they are registered under the Securities Act and applicable
state securities laws, or offered and sold pursuant to an exemption from such
requirements. We do not intend to register the Old Senior Notes under the
Securities Act. In addition, if you exchange your Old Senior Notes in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes, you may be deemed to have received restricted securities and, if
so, will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. To
the extent Old Senior Notes are tendered and accepted in the Exchange Offer, the
trading market, if any, for the Old Senior Notes would be adversely affected.
See "The Exchange Offer -- Consequences of Exchanging or Failing to Exchange Old
Senior Notes."

HOLDERS RESPONSIBLE FOR COMPLIANCE WITH EXCHANGE OFFER PROCEDURES; CONSEQUENCES
OF FAILURE TO EXCHANGE

         We will issue the New Senior Notes in exchange for the Old Senior Notes
pursuant to this Exchange Offer only after we have timely received such Old
Senior Notes, along with a properly completed and duly executed Letter of
Transmittal and all other required documents. Therefore, if you want to tender
your Old Senior Notes in exchange for New Senior Notes, you should allow
sufficient time to ensure timely delivery. Neither the Exchange Agent nor the
Company is under any duty to give notification of defects or irregularities with
respect to the tender of Old Senior Notes for exchange. The Exchange Offer will
expire at 5:00 p.m. New York City time on           , 1999, or on a later
extended date and time as we may decide (the "Expiration Date"). Old Senior
Notes that are not tendered or are tendered but not accepted for exchange will,
following the Expiration Date and the consummation of this Exchange Offer,
continue to be subject to the existing restrictions upon transfer thereof. In
general, the Old Senior Notes may not be offered or sold, unless registered
under the Securities Act or except pursuant to an exemption from or in a
transaction not subject to, the Securities Act. In addition, if you are still
holding any Old Senior Notes after the Expiration Date and the Exchange Offer
has been consummated, subject to certain exceptions, you will not be entitled to
any rights to have such Old Senior Notes registered under the Securities Act or
to any similar rights under the Registration Rights Agreement (subject to
limited exceptions, if applicable). We do not currently anticipate that we will
register the Old Senior Notes under the Securities Act.

         The New Senior Notes and any Old Senior Notes having the same maturity
which remain outstanding after consummation of the Exchange Offer will vote
together as a single class for purposes of determining whether Holders of the
requisite percentage thereof have taken certain actions or exercised certain
rights under the Indenture.

REQUIREMENTS FOR TRANSFER OF NEW SENIOR NOTES

         Based on interpretations by staff of the SEC, as set forth in no-action
letters issued to third parties, we believe that you may offer for resale,
resell and otherwise transfer the New Senior Notes without compliance with the
registration and prospectus delivery provisions of the Securities Act, subject
to certain limitations. These limitations include that you are not an
"affiliate" of ours within the meaning of Rule 405 under the Securities Act,
that you acquire your New Senior Notes in the ordinary course of your business
and that you have no arrangement with any person to participate in the
distribution of such New Senior Notes. However, we have not submitted a
no-action letter to the SEC regarding this Exchange Offer and we cannot assure
you that the SEC would make a similar determination with respect to the Exchange
Offer as in such other circumstances. If you are an affiliate of the Company,
are engaged in or intend to engage in or have any 


                                      -12-
<PAGE>   23
arrangement or understanding with respect to a distribution of the New Senior
Notes to be acquired pursuant to the Exchange Offer, you

         -        may not rely on the applicable interpretations of the staff of
                  the SEC and

         -        must comply with the registration and prospectus delivery
                  requirements of the Securities Act in connection with any
                  resale transaction.

Each broker-dealer that receives New Senior Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus meeting
the requirements under the Securities Act in connection with any resale of such
New Senior Notes. The Letter of Transmittal states that by so acknowledging and
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 New Senior Notes where the Old
Senior Notes exchanged for such New Senior Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. We have agreed to use our best efforts to make this Prospectus
available to any participating broker-dealer for use in connection with any such
resale. See "Plan of Distribution." However, to comply with the securities laws
of certain jurisdictions, if applicable, the New Senior Notes may not be offered
or sold unless they have been registered or qualified for sale in such
jurisdictions or an exemption from registration or qualification is available.

LEVERAGE

         We have a substantial amount of outstanding indebtedness with
significant debt service requirements. At September 30, 1998, on a pro forma
basis after giving effect to the issuance of the Senior Notes and the
application of proceeds therefrom, Allied's consolidated debt would have been
approximately $2.1 billion, consisting primarily of the Senior Notes and
approximately $300 million outstanding under the Senior Credit Facility.

         Our substantial amount of outstanding indebtedness could have important
consequences to you. For example, it could:

         -        impair our ability to obtain additional financing in the
                  future;

         -        reduce funds available to us for other purposes because we
                  must use our cash flow from operations to pay the principal
                  and interest on our outstanding debt;

         -        increase our vulnerability to economic downturns in the
                  industry we operate in; and

         -        increase our vulnerability to interest rate increases to the
                  extent debt under the Senior Credit Facility is not hedged
                  because our Senior Credit Facility is at a variable interest
                  rate.

ABILITY TO SERVICE DEBT

         Our ability to pay interest on the Senior Notes and to satisfy our
other debt obligations will depend on, among other things, our future operating
performance and financial results. Each of these factors is to a large extent
dependent on economic, financial, competitive and other factors, beyond our
control. Although we believe that our cash flow will be adequate to meet our
interest payments, we cannot assure you that we will continue to generate
earnings in the future which are sufficient to cover our fixed charges. If, in
the future, our cash flows from operations are insufficient to allow us to pay
our fixed charges and we are unable to borrow sufficient funds under either the
Senior Credit Facility or from other sources, we may be required to refinance
our indebtedness or sell assets. We cannot assure you that we will be able to
refinance our indebtedness, or assure you that the timing of a sale of assets or
the receipt of proceeds from the sale will occur in time to sufficiently satisfy
our debt service requirements. In addition, our ability to use the proceeds from
the sale of assets to repay amounts outstanding under the Senior Notes may be
restricted by the terms of our Senior Credit Facility.

         If we are unable to meet our debt service obligations for any reason,
including insufficient cash flow or proceeds from asset sales, we would be in
default under the terms of certain of our debt agreements. If we default, the
holders of the


                                      -13-
<PAGE>   24
defaulted debt could cause all amounts borrowed under these agreements to be due
and payable immediately, and may terminate their commitments to fund the debt.
Further, if we are unable to repay, refinance or restructure our indebtedness
the debt holders could proceed against any collateral securing the indebtedness.
In the case of a default under the Senior Credit Facility, the lenders could
proceed against our capital stock and the capital stock of Allied's subsidiaries
and substantially all of our assets and our subsidiaries, including Allied and
its subsidiaries. A default under any of Allied's debt could result in a default
under other debt or result in Allied's or our bankruptcy.

RISKS ASSOCIATED WITH ALLIED'S BUSINESS STRATEGY; POTENTIAL DIFFICULTY IN
OBTAINING SUITABLE LANDFILLS, COLLECTION OPERATIONS, TRANSFER STATIONS AND
PERMITS

         The ability of Allied to continue to implement its vertical integration
strategy successfully will depend on its ability to identify and acquire or
develop appropriate landfills, collection operations and transfer stations. We
cannot assure you that Allied will be able to find appropriate acquisition
candidates, acquire those acquisition candidates that it does find, or integrate
the acquisition candidates effectively or profitably.

         Acquisitions by Allied may increase our capital requirements because
acquisitions require sizable amounts of capital and competition with other solid
waste companies which have a similar acquisition strategy may drive the price
up. If acquisition candidates are unavailable or too costly, Allied may need to
change its business strategy. In addition, we cannot assure you that Allied will
successfully obtain the permits it requires to operate its businesses, because
permits to operate non-hazardous solid waste landfills have become increasingly
difficult and expensive to obtain. Permits often take years to obtain as a
result of numerous hearings and compliance with zoning, environmental and other
regulatory measures. These permits are also often subject to resistance from
citizen or other groups. Allied's failure to obtain the required permits to
operate non-hazardous solid waste landfills could have a material adverse effect
on its future results of operations.

         In connection with Allied's acquisition of existing landfills, Allied
may also have to spend considerable time, effort and money to obtain permits
required to increase the capacity of existing landfills. Allied cannot predict
if 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. Further, Allied cannot assure you that it will
be successful in obtaining new landfill sites or expanding the permitted
capacity of its current landfills once its landfill capacity is full, because in
some areas suitable land may be unavailable for new landfill sites. In such
event, Allied may have to dispose collected waste at landfills operated by its
competitors or haul the waste long distances at a higher cost to another of
Allied's landfills, which could have a material adverse effect on Allied's waste
disposal expenses.

LIMITED OPERATING HISTORY IN REGARD TO ACQUIRED BUSINESSES

         During 1997 and 1998 Allied acquired many companies and therefore we
have only a limited history of operating a significant portion of our business.
During 1997, Allied acquired 35 companies, which collectively had $369.1 million
in annual revenues. Further, during 1997 Allied sold 37 operations which
represented approximately $127.9 million in annual revenues. The additional
revenue due to the sale and purchase of companies represents approximately 28%
of Allied's revenue in 1997. During 1998, Allied acquired 54 businesses which
collectively had annual revenues of approximately $748.8 million. Allied plans
to continue acquiring landfills, collection operations and transfer stations in
the future. We cannot assure you that Allied's efforts to integrate acquired
operations will be effective, or that expected financial benefits and
operational efficiencies will be realized. Allied's failure to effectively
integrate the acquired operations could have an adverse effect on Allied's
future results of operations and financial position. As Allied continues to
pursue its acquisitions strategy, its financial position and results of
operations may fluctuate significantly from period to period.

CAPITAL REQUIREMENTS AND LIMITED WORKING CAPITAL

         Allied's ability to remain competitive, sustain its growth and
operations, and expand operations largely depends on its access to capital.
Allied intends to fund its cash needs through cash flow from operations and
borrowings under the Senior Credit Facility. The solid waste industry is a
capital intensive industry which may consume Allied's cash from its operations
and borrowings under the Senior Credit Facility. As a result, Allied may require
additional equity and/or debt financing to fund its growth through acquisitions
and internal development of solid waste operations, and for debt


                                      -14-
<PAGE>   25
repayment obligations. During 1999, Allied expects to spend approximately $260
million for capital expenditures and closure and post-closure and remediation
expenditures related to its landfill operations. If Allied acquires or expands
its operations, the amount it expends on capital, closure and post-closure and
remediation expenditures will increase. The increase in expenditures may result
in low levels of working capital or require Allied to finance working capital
deficits.

         Allied's cash needs will increase if the expenditures for closure and
post-closure monitoring increase above the current reserves taken for these
costs. Expenditures for these costs may increase as a result of any federal,
state or local government regulatory action taken to accelerate such
expenditures. These factors, together with those discussed above, could
substantially increase Allied's operating costs and therefore impair Allied's
ability to invest in its facilities.

         Allied's ability to pay its debt obligations or to refinance its
indebtedness depends on its future performance. Allied's future performance may
be affected by general economic, financial, competitive, legislative, regulatory
and other factors beyond its control. Allied's management believes that its
current available cash flow and borrowings available under the Senior Credit
Facility and other sources of liquidity will meet its anticipated future
requirements for working capital, letters of credit, capital, closure,
post-closure and remediation expenditures, debt obligations incurred under the
Senior Credit Facility, and interest due on the Senior Notes.

         However, Allied may need to refinance the Senior Notes to pay the
principal due at maturity. In addition, Allied may need additional capital to
fund future acquisitions and integrations of solid waste businesses. We cannot
assure you that Allied's business will generate sufficient cash flow or obtain
sufficient funds to enable Allied or us to pay its debt obligation and capital
expenditures or that refinancing will be available on commercially reasonable
terms or at all.

COMPETITION FROM OTHER COMPANIES AND MUNICIPALITIES; LANDFILL ALTERNATIVES

         The non-hazardous waste collection and disposal industry is highly
competitive. Our competitors include national, regional and local waste
management companies and municipalities. The non-hazardous waste collection and
disposal industry is led by four large national waste management companies,
Waste Management, BFI, Republic Services, Inc., and Allied. It also includes
numerous regional and local companies such as Superior Services, Inc. and Waste
Industries, Inc. Some of our competitors have considerably greater financial and
operational resources. In addition, many counties and municipalities that
operate their own waste collection and disposal facilities have the benefits of
tax-exempt financing and may control the disposal of waste collected within
their jurisdictions.

         We also encounter increased competition due to the use of alternatives
to landfill disposal, such as recycling and composting. In addition,
incineration is an alternative used in some markets. Further, most of the states
in which Allied operates landfills have adopted plans or requirements that will
require counties to adopt comprehensive plans within the next few years to
reduce the volume of solid waste deposited in landfills through waste planning,
composting and recycling or other programs. State and local governments are
increasingly mandating waste reduction at the source and prohibiting the
disposal of certain types of wastes, such as yard wastes, at landfills. These
trends may reduce the volume of waste going to landfills in certain areas. If
this occurs, we cannot assure you that Allied will be able to operate its
landfills at their full capacity or charge current prices for landfill disposal
services due to the decrease in demand for services.

         Allied also encounters competition with its acquisition of landfills
and collection operations. This competition is due to the significant
consolidation of companies in the solid waste collection and disposal industry.
As a result we cannot assure you that Allied will be able to locate or acquire
suitable acquisition candidates at economical prices and terms in the current
markets Allied serves or new markets.

FRAUDULENT CONVEYANCE

         Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, if, among other things, any Guarantor, at the time it
incurred the debt evidenced by its guarantee of the Senior Notes:

         -        (1) was insolvent or rendered insolvent by reason of such
                  incurrence, or (2) was engaged in a business or transaction
                  for which that Guarantor's remaining assets constituted
                  unreasonably small capital, or 


                                      -15-
<PAGE>   26
                  (3) intended to incur, or believed that it would incur, debts
                  beyond its ability to pay such debts as they mature; and

         -        that Guarantor received less than reasonably equivalent value
                  or fair consideration for the incurrence of such debt;

then the guarantee of that Guarantor could be voided, or claims by holders of
the notes under that Guarantee could be subordinated to all other debts of that
Guarantor. In addition, any payment by that Guarantor pursuant to its guarantee
could be required to be returned to that Guarantor, or to a fund for the benefit
of the creditors of that Guarantor.

         The measures of insolvency for purposes of the foregoing considerations
will vary depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, a Guarantor would be considered insolvent if:

         -        the sum of its debts, including contingent liabilities, was
                  greater than the saleable value of all of its assets at a fair
                  valuation; or

         -        the present fair saleable value of its assets was less than
                  the amount that would be required to pay its probable
                  liability on its existing debts, including contingent
                  liabilities, as they become absolute and mature; or

         -        it could not pay its debts as they become due.

         On the basis of historical financial information, recent operating
history and other factors, we believe that each Guarantor, after giving effect
to the debt incurred by that Guarantor in connection with the private offering
and the Exchange Offer, will not be insolvent, will not have unreasonably small
capital for the business in which it is engaged and will not have incurred debts
beyond its ability to pay such debts as they mature. However, we cannot assure
you as to what standard a court would apply in making such determinations or
that a court would agree with our conclusions in this regard.

POTENTIAL INABILITY TO EFFECT CHANGE OF CONTROL REPURCHASES

         The Indenture requires us, in the event of a Change of Control, to make
an offer to purchase all outstanding Senior Notes at a price equal to 101% of
their principal amount, in each case, plus accrued interest to the repurchase
date. The Senior Credit Facility restricts us from repurchasing the Senior Notes
without the approval of the lenders thereunder. We cannot assure you that Allied
will have the sufficient funds available or will be permitted by our lenders
under the Senior Credit Facility to repurchase the Senior Notes upon a Change of
Control. Our failure to repurchase the Senior Notes would constitute an event of
default under the Indenture. See "Description of the Senior Notes -- Repurchase
at Option of Holders -- Change of Control."

RESTRICTIONS IMPOSED BY THE SENIOR CREDIT FACILITY AND THE SENIOR NOTES

         The Senior Credit Facility and the Indenture relating to the Senior
Notes contain covenants that restrict our ability and our 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,


                                      -16-
<PAGE>   27
         -        engage in mergers or consolidations, or

         -        engage in certain transactions with subsidiaries and
                  affiliates and otherwise restrict corporate activities.

         We cannot assure you that these restrictions will not adversely affect
our ability to finance our future operations or capital needs or engage in other
business activities that may be in our interest. In addition, the Senior Credit
Facility contains financial covenants including

         -        a total debt to EBITDA ratio,

         -        a fixed charge coverage ratio, and

         -        an interest expense coverage ratio.

         Our compliance with these ratios may be affected by events beyond our
control. Our breach or failure to comply with any of these covenants or
financial ratios could result in a default under the Senior Credit Facility or
the Indenture relating to the Senior Notes. If we default under the Senior
Credit Facility, the lenders thereunder could cause all our outstanding debt
obligations under the Senior Credit Facility due and payable, require us to
apply all of our available cash to repay the indebtedness or prevent us from
making debt service payments on any other indebtedness we owe. If we are unable
to repay any borrowings when due, the lenders under the Senior Credit Facility
could proceed against their collateral. If a default under the Indenture
relating to the Senior Notes occurs, holders could elect to declare the Senior
Notes due and payable. If the indebtedness under the Senior Credit Facility or
the Senior Notes is accelerated, we may not have sufficient assets to repay
amounts due under the Senior Credit Facility, the Senior Notes, or on other debt
securities then outstanding.

RELIANCE ON MANAGEMENT

         Allied highly depends upon its senior management team. As Allied grows,
it will increasingly require operations management with waste industry
experience. We do not know the availability of such experienced management or
the compensation levels that will be within industry norms. The loss of the
services of any member of senior management or the inability to hire experienced
operations management could have a material adverse effect on Allied.

COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS; RISK OF FUTURE LITIGATION

         Our equipment, facilities and operations are subject to extensive and
changing federal, state and local environmental laws and regulations relating to
environmental protection and occupational health and safety. These include,
among other things, laws and regulations governing the use, treatment, storages
and disposal of solid and hazardous wastes and materials, air quality and the
remediation of contamination associated with the release of hazardous
substances.

         Our compliance with regulatory requirements is costly. As waste
management companies we are often required to enhance or replace our equipment
and to modify landfill operations or, in some cases, to close landfills. We
cannot assure you that Allied 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 Allied to spend
sums in addition to those presently accrued for such purposes.

         In addition to the costs of complying with environmental regulations,
Allied is involved in administrative and judicial proceedings related to
environmental matters. As a result Allied may be required to pay fines or may
lose certain permits and licenses. In addition, Allied may have to defend itself
against governmental agencies and surrounding landowners who assert claims
alleging environmental damage or violations of permits and licenses by Allied.
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 Allied, the loss of a
significant permit or license or the imposition of a significant fine could have
a material adverse effect on Allied's financial condition.


                                      -17-
<PAGE>   28
         Certain of Allied's waste disposal operations traverse state and county
boundaries. In the future, Allied's collection, transfer and landfill operations
may also be affected by federal legislation that authorizes the states to enact
legislation governing interstate shipments of waste. Such proposed federal
legislation may allow individual states to prohibit or limit importing
out-of-state waste to be disposed and that may require states, under certain
circumstances, to reduce the amounts of waste exported to other states. If this
or similar legislation is enacted in states in which Allied operates landfills
that receive a significant portion of waste originating from out-of-state
Allied's operations could be adversely affected. We believe that several states
have proposed or have considered adopting legislation that would regulate the
interstate transportation and disposal of waste in the states' landfills.

         As a condition to the acquisition of the non-hazardous solid waste
management business of Laidlaw, Inc. (the "Laidlaw Acquired Businesses" and
"Laidlaw", respectively) in December 1996 (the "Laidlaw Acquisition"), Allied
engaged Emcon Environmental Services, Inc. ("Emcon"), an independent
environmental consultant, to conduct environmental assessments of the Laidlaw
Acquired Businesses. In its report (the "Emcon Environmental Report"), Emcon
identified several contaminated properties under the management of the Laidlaw
Acquired Businesses, including landfills and other locations owned by the
Laidlaw Acquired Businesses, that could pose significant sources of liability to
the Laidlaw Acquired Businesses. The costs of performing the investigation,
design, remediation and allocation of responsibility to the subsidiaries of
Allied vary significantly between sites. Based on the information then
available, Allied recorded a provision of $51.5 million for environmental
matters, including closure and post-closure costs, in the 1996 consolidated
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 Allied, AWNA and Laidlaw, among
others, relating to the Laidlaw Acquisition (the "Laidlaw Acquisition
Agreement") with respect to the environmental matters (1) terminated on the
closing of the Laidlaw Acquisition as to all matters disclosed in writing to
Allied at least five business days prior to the closing or disclosed with
specificity in the Emcon Environmental Report and (2) terminate on the third
anniversary of the closing of the Laidlaw Acquisition as to all matters other
than those described in clause (1) 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 exceeded a $1
million basket, without giving effect to any materiality qualifications. At the
closing of the Laidlaw Acquisition, Allied and Laidlaw entered into a special
environmental indemnity which was subsequently amended to provide an indemnity
for damages arising out of the Etobicoke, Ontario and Delafield, Wisconsin sites
that 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. Laidlaw's indemnity for properties
located at Gary Lagoons, Indiana remains intact and is not subject to the
three-year limitation or any basket.

HAZARDOUS SUBSTANCES LIABILITY

         We may be identified as a potentially responsible party under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"). 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 Allied or disposed of in its
landfills, or in waste collected, transported or disposed of in the past by
acquired companies. Cleanup liability may also arise under various state laws
similar to CERCLA. As used in this Prospectus, "non-hazardous waste" means
substances that are not defined as hazardous waste under federal regulations.


                                      -18-
<PAGE>   29
POTENTIAL UNDISCLOSED LIABILITIES ASSOCIATED WITH ACQUISITIONS

         Allied may be exposed to liabilities that we fail or are unable to
discover in connection with acquisitions. These liabilities may arise from
non-compliance with environmental laws by prior owners, and for which Allied, as
a successor owner, is responsible.

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. Allied carries environmental impairment liability insurance for
substantially all of its operating landfills. 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. 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 Senior Credit Facility or other
sources of liquidity. We cannot assure you that Allied would be able to fund any
such claim from cash provided by operations, the Senior Credit Facility or
elsewhere.

LAIDLAW TAX INDEMNIFICATION

         In connection with the Laidlaw Acquisition, Laidlaw disclosed to the
Company the existence of a tax controversy relating to disallowed deductions in
income tax returns with the United States Internal Revenue Service involving the
consolidated U.S. federal income tax liability of the members of an affiliated
group of corporations, of which Laidlaw Transportation, Inc. is the common
parent corporation, which includes Laidlaw Transportation, those Laidlaw
Acquired Businesses which are incorporated in the U.S., and other U.S.
subsidiaries of Laidlaw Transportation, which were not acquired in the Laidlaw
Acquisition.

         Laidlaw's United States subsidiaries petitioned the United States Tax
Court with respect to their consolidated federal income tax returns for the
fiscal years ended August 31, 1986, 1987 and 1988. The principal issue related
to the timing and deductibility for tax purposes of interest attributable to
loans owing to a related foreign person. On June 30, 1998, the Court issued an
opinion concluding that advances from one of Laidlaw's foreign subsidiaries were
equity rather than debt and that interest deductions claimed were disallowed.
Based on this opinion, taxes of $49.6 million (plus interest of approximately
$91.4 million as of May 31, 1998) would be payable. Laidlaw expects to appeal
this opinion. As of May 31, 1998, Laidlaw had available tax reserves of more
than $200 million for these purposes. Similar claims have been asserted with
respect to the consolidated federal income tax returns for the fiscal years
ended August 31, 1989, 1990, and 1991. A petition has been filed with the United
States Tax Court with respect to these years. The income taxes at issue for
these years is approximately $143.5 million (plus interest of approximately
$145.3 million as of May 31, 1998) Laidlaw also anticipates that similar claims
will be asserted for the fiscal years ended August 31, 1992, 1993 and 1994.

         Under applicable Treasury Regulations, each member of the affiliated
tax group including each LSW Subsidiary, is or could be severally liable for
United States federal income tax liabilities of the entire affiliated group,
including all amounts at issue in the tax controversy which are ultimately
determined to be owed.

         We have 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 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. We cannot assure you as to the ability of the Laidlaw Group to
pay and fulfill such indemnification obligation which will depend on the
financial condition of the Laidlaw Group at the time of any required performance
of such obligation.

IMPACT OF ADVERSE WEATHER CONDITIONS

         Allied's collection and landfill operations could be adversely affected
by long periods of inclement weather which interfere with collection and
landfill operations, delay the development of landfill capacity and/or reduce
the volume of waste generated by Allied's customers. In addition, certain of
Allied's operations may be temporarily suspended as a result of particularly
harsh weather conditions. We cannot assure you that long periods of inclement
weather will not have a material adverse effect on Allied's future results of
operations.


                                      -19-
<PAGE>   30
LACK OF PUBLIC MARKET FOR THE EXCHANGE NOTES; RESTRICTIONS ON RESALE

         There is no existing trading market for the Exchange Notes, and we
cannot assure you 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 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, Allied's
or our operating results and the market for similar securities. Each of the
Initial Purchasers has advised us 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, we cannot assure you 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 Senior Notes are eligible for trading in the
PORTAL market. However, we do not intend to apply for listing of the Senior
Notes or, if issued, the exchange notes, on any securities exchange or for
quotation through the National Association of Securities Dealers Automated
Quotation System.

         Historically, the market for non-investment grade debt has been subject
to disruptions that have caused substantial volatility in the prices of such
securities. We cannot assure you 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.


                                      -20-
<PAGE>   31
                             SELECTED FINANCIAL DATA

         The selected financial data presented below as of December 31, 1993,
1994, 1995 and for the two years ended December 31, 1994 are derived from
Allied's Consolidated Financial Statements, which have not been restated for
business combinations accounted for as pooling-of-interests consummated
subsequent to 1997 and were audited by Arthur Andersen LLP, independent public
accountants. The selected financial data presented below as of December 31, 1996
and 1997 and for the three years ended December 31, 1997 are derived from
Allied's Supplemental Consolidated Financial Statements, which have been audited
by Arthur Andersen LLP, independent public accountants. The unaudited
supplemental financial data as of September 30, 1998 and for the nine months
ended September 30, 1997 and 1998 presented below are derived from Allied's
Supplemental Condensed Consolidated Financial Statements. The supplemental
statement of operations data, other data, and balance sheet data have been
restated to give effect to transactions accounted for using the
pooling-of-interests method for business combinations consummated through
October 15, 1998. See Note 2 to Allied's Supplemental Consolidated Financial
Statements included in Allied's Current Report on Form 8-K filed October 29,
1998.

<TABLE>
<CAPTION>
                                                                                                                  NINE MONTHS
                                                           YEAR ENDED DECEMBER 31,                            ENDED SEPTEMBER 30,
                                    -------------------------------------------------------------------   -------------------------
                                         1993          1994          1995          1996          1997          1997          1998
                                             HISTORICAL                         SUPPLEMENTAL                UNAUDITED SUPPLEMENTAL
                                    -------------------------   ---------------------------------------   -------------------------
                                                                        (IN THOUSANDS, EXCEPT RATIOS)
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
Revenues .........................  $   108,948   $   200,184   $   580,784   $   619,548   $ 1,301,391   $   955,005   $ 1,119,788
Cost of operations ...............       68,374       128,271       366,980       386,001       747,150       551,752       626,596
Selling, general and
 administrative expenses .........       18,278        39,077        97,031       102,416       169,219       122,141       111,814
Depreciation and amortization
 expense .........................       10,637        19,829        55,414        67,823       156,200       113,889       133,880
Acquisition related, non-recurring
 and unusual costs(1) ............           --         2,100         1,531        96,508         5,010         2,652        75,925
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
Operating income (loss) ..........       11,659        10,907        59,828       (33,200)      223,812       164,571       171,573
Interest income ..................         (310)       (1,107)         (735)       (2,479)       (1,969)       (1,471)       (3,320)
Interest expense .................        7,633        13,958        20,443        21,347       106,092        83,998        64,593
Other income, net ................           --            --            --            --        (1,076)           --            --
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
Income (loss) before income
 taxes ...........................        4,336        (1,944)       40,120       (52,068)      120,765        82,044       110,300
Income tax expense (benefit) .....        1,694          (663)       10,904           354        40,153        26,001        55,444
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
Income (loss) before extraordinary
 item ............................        2,642        (1,281)       29,216       (52,422)       80,612        56,043        54,856
Extraordinary loss, net of income
 tax benefit(2) ..................           --         3,029           908        13,887        53,205        53,205         3,093
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
Net income (loss) ................        2,642        (4,310)       28,308       (66,309)       27,407         2,838        51,763
Preferred dividends ..............         (927)       (3,773)       (4,070)       (1,073)         (381)         (381)           --
Conversion fee on equity
 securities converted(3) .........           --            --        (2,151)           --            --            --            --
                                    -----------   -----------   -----------   -----------   -----------   -----------   -----------
Net income (loss) available to
 common shareholders .............  $     1,715   $    (8,083)  $    22,087   $   (67,382)  $    27,026   $     2,457   $    51,763
                                    ===========   ===========   ===========   ===========   ===========   ===========   ===========
Ratio of earnings to
 fixed charges(4) ................         1.4x             *          1.9x             *          1.4x          1.5x          1.6x
</TABLE>

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,                                SEPTEMBER 30,
                              ---------------------------------------------------------------------    -------------------------
                                  1993          1994           1995           1996          1997           1997          1998
                                                     HISTORICAL                  SUPPLEMENTAL            UNAUDITED SUPPLEMENTAL
                                                -------------------           ------------------         ----------------------
                                                                         (IN THOUSANDS)
BALANCE SHEET DATA:                                                                                          
<S>                           <C>           <C>            <C>            <C>           <C>            <C>           <C>        
Cash and cash  equivalents .  $     3,812   $     6,269    $     5,385    $    70,015   $    32,298    $   103,482   $    26,123
Working capital  (deficit) .        3,892       (10,087)       (43,101)        26,410       (33,478)        41,189       (34,013)
Property and equipment,  net       94,208       222,386        316,837        932,110     1,576,674      1,216,009     1,709,614
Goodwill, net ..............       34,880        78,633         89,431        888,648     1,056,601      1,002,441     1,277,669
Total assets ...............      159,926       379,324        480,841      2,662,200     3,020,179      2,668,368     3,419,543
Total long-term debt,
  net of current portion ...       61,019       177,126        196,428      1,283,327     1,454,270      1,320,374     1,551,589
Stockholders' equity .......       70,277        93,174        139,571        385,218       950,537        777,425     1,181,573
Long-term debt, net to
  total capitalization .....           46%           66%            58%            77%           60%            63%           57%
</TABLE>


(footnotes on next page)


                                      -21-
<PAGE>   32
(footnotes from previous page)


(1)      Acquisition related, non-recurring and unusual costs were recorded in
         1994, 1995, 1996, 1997 and 1998 for environmental related matters,
         asset impairments and abandonments, acquisition related liabilities,
         litigation matters, relocation and transition costs and bonuses, and
         other integration costs related to companies acquired. See Note 2 to
         Allied's Supplemental Consolidated Financial Statements included in
         Allied's Current Report on Form 8-K filed October 29, 1998.

(2)      The extraordinary losses in 1994, 1995, 1996, 1997 and 1998 were
         incurred as a result of premiums paid for the early extinguishment of
         debt and the write-off of related deferred debt issue costs.

(3)      A non-cash conversion fee of $2.2 million was incurred in the fourth
         quarter 1995 as a result of an inducement offered by Allied to holders
         of certain convertible preferred stock and convertible subordinated
         notes to exercise their conversion option to receive Allied common
         stock. The inducement fee consisted of payment of dividends or interest
         from the conversion date through the first call or redemption date of
         each convertible security. Approximately 7.8 million shares of common
         stock were issued for conversion and approximately 285,000 shares were
         issued for the conversion fee.

(4)      For purposes of calculating the ratio of earnings to fixed charges,
         earnings consist of income before taxes and fixed charges, exclusive of
         preferred stock dividends. Fixed charges include interest expense and
         capitalized interest.

*        Earnings were insufficient to cover fixed charges by $5.5 million in
         1994 and by $64.2 million in 1996.


                                      -22-
<PAGE>   33
                               THE EXCHANGE OFFER

TERMS OF THE EXCHANGE OFFER

Summary: The Company will accept for exchange Old Senior Notes that are validly
tendered to the exchange agent before the earliest of:

         -        5:00 p.m., New York City time, on _____, 1999, or such later
                  date and time to which it is extended, except that it may not
                  be extended beyond _____, 1999,

         -        the date when all Old Senior Notes have been tendered, or

         -        the date on which the Company terminates the Exchange Offer.

The Company will return any Old Senior Note that it does not accept for exchange
for any reason, as promptly as practicable after expiration or termination of
the Exchange Offer, without charge to the holder of the Old Senior Note.

         Upon the terms and subject to the conditions set forth in this
Prospectus and in the Letter of Transmittal, the Company will accept for
exchange Old Senior Notes that are properly tendered on or prior to the
Expiration Date and not withdrawn as permitted below. "Expiration Date" means
5:00 p.m., New York City time, on _______, 1999, or, if the Company, in its sole
discretion, has extended the period of time for which the Exchange Offer is
open, the latest time and date to which the Exchange Offer is extended.

         As of the date of this Prospectus, $1,700,000,000 aggregate principal
amount of the Old Senior Notes was outstanding. This Prospectus, together with
the Letter of Transmittal, is first being sent on or about the date set forth on
the cover page to all holders of Old Senior Notes at the addresses set forth in
the securities register with respect to Old Senior Notes maintained by the
Trustee. The Company's obligation to accept Old Senior Notes for exchange
pursuant to the Exchange Offer is subject to certain conditions as set forth
below. See "- Acceptance of Old Senior Notes; Delivery of New Senior Notes."

         The Company expressly reserves the right, at any time or from time to
time, to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Old Senior Notes, by mailing
written notice of such extension to the holders thereof as described below.
During any extension, all Old Senior Notes previously tendered will remain
subject to the Exchange Offer and may be accepted for exchange by the Company.
Any Old Senior Notes not accepted for exchange for any reason will be returned
without expense to the Note holder as promptly as practicable after the
expiration or termination of the Exchange Offer.

         Old Senior Notes tendered in the Exchange Offer must be $1,000 in
principal amount or any integral multiple thereof.

         The Company will mail written notice of any extension, amendment,
non-acceptance or termination to the holders of the Old Senior Notes as promptly
as practicable, such notice to be mailed to the holders of record of the Old
Senior Notes no later than 9:00 a.m. New York City time, on the next business
day after the previously scheduled Expiration Date or other event giving rise to
such notice requirement.

PROCEDURES FOR TENDERING OLD SENIOR NOTES

Summary: The Trustee is serving as Exchange Agent in connection with the
Exchange Offer. Holders of Old Senior Notes that wish to participate in the
Exchange Offer must complete and sign a Letter of Transmittal according to the
instructions contained in the Letter of Transmittal, and forward it to the
Exchange Agent (not to the Company) in compliance with the procedures set forth
in the Letter of Transmittal. Broker-dealers, commercial banks, trust companies
and other nominees may tender Old Senior Notes which they hold as nominee by
book-entry transfer. Questions regarding the Exchange Offer, tender of the Old
Senior Notes, or the Exchange Offer generally, must be directed to the Exchange
Agent.

         Letter of Transmittal. The tender to the Company of Old Senior Notes by
a holder thereof as set forth below and the acceptance thereof by the Company
will constitute a binding agreement between the tendering holder and the Company
upon the terms and 


                                      -23-
<PAGE>   34
subject to the conditions set forth in this Prospectus and in the Letter of
Transmittal. Except as set forth below, a holder who wishes to tender Old Senior
Notes for exchange pursuant to the Exchange Offer must transmit a properly
completed and duly executed Letter of Transmittal, together with all other
documents required by such Letter of Transmittal, to the Exchange Agent at the
address set forth below under "- Exchange Agent" on or prior to the Expiration
Date.

         Other Documents. In addition,

         -        the Exchange Agent must receive certificates for the Old
                  Senior Notes along with the Letter of Transmittal,

         -        the Exchange Agent must receive prior to the Expiration Date a
                  timely confirmation of a book-entry transfer (a "Book-Entry
                  Confirmation") of the Old Senior Notes, if such procedure is
                  available, into the Exchange Agent's account at the DTC (the
                  "Book-Entry Transfer Facility") pursuant to the procedure for
                  book-entry transfer described below, or

         -        the holder must comply with the guaranteed delivery procedures
                  described in "- Guaranteed Delivery Procedures," below.

         Note:    The method of delivery of Old Senior Notes, Letters of
                  Transmittal and all other required documents is at the
                  election and risk of the holders. If the delivery is by mail,
                  it is recommended that registered mail, properly insured, with
                  return receipt requested, be used in all cases. Sufficient
                  time should be allowed to assure timely delivery. No Letters
                  of Transmittal or Old Senior Notes should be sent to the
                  Company.

         Signatures. Signatures on a Letter of Transmittal or a notice of
withdrawal, as the case may be, must be guaranteed unless the Old Senior Notes
surrendered for exchange pursuant thereto are tendered (1) by a registered
holder of the Old Senior Notes who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the Letter of
Transmittal or (2) for the account of an Eligible Institution (as defined
herein). If signatures on a Letter of Transmittal or a notice of withdrawal, as
the case may be, are required to be guaranteed, the guarantees must be by a firm
that is an eligible guarantor institution (bank, stockbroker, national
securities exchange, registered securities association, savings and loan
association or credit union with membership in a signature medallion program)
pursuant to Exchange Act Rule 17Ad-15 (collectively, "Eligible Institutions").
If Old Senior Notes are registered in the name of a person other than the person
signing the Letter of Transmittal, the Old Senior Notes surrendered for exchange
must be endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Company in its
sole discretion, duly executed by the registered holder, with the signature
thereon guaranteed by an Eligible Institution.

         Powers of Attorney. If the Letter of Transmittal is signed by a person
or persons other than the registered holder or holders of Old Senior Notes, the
Old Senior Notes must be endorsed or accompanied by appropriate powers of
attorney, in either case signed exactly as the name or names of the registered
holder or holders that appear on the Old Senior Notes.

         Representatives. If the Letter of Transmittal or any Old Senior Notes
or powers of attorney 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, proper evidence satisfactory to the
Company of their authority to so act must be submitted with the Letter of
Transmittal.

         Required Acknowledgments; Resales by Broker-Dealers. By tendering Old
Senior Notes, each holder, other than a broker-dealer, must acknowledge that it
is not engaged in, and does not intend to engage in, a distribution of New
Senior Notes. If any holder of Old Senior Notes is an "affiliate" of the
Company, as defined in Rule 405 under the Securities Act, or is engaged in or
intends to engage in or has any arrangement with any person to participate in
the distribution of the New Senior Notes to be acquired pursuant to the Exchange
Offer, the holder:

         -        could not rely on the applicable interpretations of the staff
                  of the SEC, and

         -        must comply with the registration and prospectus delivery
                  requirements of the Securities Act in connection with any
                  resale transaction.

Each broker-dealer that receives New Senior Notes for its own account in
exchange for Old Senior Notes must acknowledge that the Old Senior Notes were
acquired by the broker-dealer as a result of market-making activities or other
trading activities and that it will 


                                      -24-
<PAGE>   35
deliver a prospectus in connection with any resale of the New Senior Notes. Any
such broker-dealer may be deemed to be an "underwriter" under the Securities
Act. See "Plan of Distribution - Broker-Dealers." 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.

ACCEPTANCE OF OLD SENIOR NOTES FOR EXCHANGE; DELIVERY OF NEW SENIOR NOTES

         The Company will accept, promptly after the Expiration Date, all Old
Senior Notes properly tendered and will issue the New Senior Notes promptly
after acceptance of the Old Senior Notes. For each Old Senior Note accepted for
exchange, the holder of the Old Senior Note will receive a New Senior Note
having a principal amount equal to that of the surrendered Old Senior Note. The
New Senior Notes will bear interest from the most recent date to which interest
has been paid on the Old Senior Notes or, if no interest has been paid on the
Old Senior Notes, from December 23, 1998. Accordingly, if the relevant record
date for interest payment occurs after the completion of the Exchange Offer,
registered holders of New Senior Notes on the record date will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid, from December 23, 1998. If, however, the relevant record
date for interest payment occurs prior to the completion of the Exchange Offer,
registered holders of Old Senior Notes on the record date will receive interest
accruing from the most recent date to which interest has been paid or, if no
interest has been paid, from December 23, 1998. Old Senior Notes accepted for
exchange will cease to accrue interest from and after the date of completion of
the Exchange Offer, except as set forth in the immediately preceding sentence.
Holders of Old Senior Notes whose Old Senior Notes are accepted for exchange
will not receive any payment in respect of interest on the Old Senior Notes
otherwise payable on any interest payment date the record date for which occurs
on or after completion of the Exchange Offer.

         In all cases, issuance of New Senior Notes for Old Senior Notes that
are accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of:

         -        certificates for the Old Senior Notes or a timely Book-Entry
                  Confirmation of the Old Senior Notes into the Exchange Agent's
                  account at the Book-Entry Transfer Facility,

         -        a properly completed and duly executed Letter of Transmittal,
                  and

         -        all other required documents.

         If any tendered Old Senior Notes are not accepted for any reason set
forth in the terms and conditions of the Exchange Offer or if certificates
representing Old Senior Notes are submitted for a greater principal amount than
the holder desires to exchange, certificates representing the unaccepted or
non-exchanged Old Senior Notes will be returned without expense to the tendering
holder thereof (or, in the case of Old Senior Notes tendered by book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility
pursuant to the book-entry transfer procedures described below, the
non-exchanged Old Senior Notes will be credited to an account maintained with
the Book-Entry Transfer Facility) as promptly as practicable after the
expiration or termination of the Exchange Offer.

         All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Old Senior Notes tendered for exchange will be
determined by the Company in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Old Senior Notes not properly tendered or not to
accept any particular Old Senior Notes if acceptance might, in the judgment of
the Company or its counsel, be unlawful. The Company also reserves the absolute
right in its sole discretion to waive any defects or irregularities or
conditions of the Exchange Offer as to any particular Old Senior Notes either
before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Senior Notes in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange Offer as
to any particular Old Senior Notes either before or after the Expiration Date
(including the Letter of Transmittal and the instructions thereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Senior Notes for exchange must
be cured within a reasonable period of time that the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under any
duty to give notification of any defect or irregularity with respect to any
tender of Old Senior Notes for exchange, nor shall any of them incur any
liability for failure to give any notification.


                                      -25-
<PAGE>   36
BOOK-ENTRY TRANSFER

      The Exchange Agent will ask to establish an account with respect to the
Old Senior Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's systems may make book-entry delivery of Old Senior Notes by causing
the Book-Entry Transfer Facility to transfer the Old Senior Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility in accordance with
the Book-Entry Facility's procedures for transfer.

      Note: Although delivery of Old Senior Notes may be effected through
            book-entry transfer at the Book-Entry Transfer Facility, the Letter
            of Transmittal or a facsimile thereof, with any required signature
            guarantees and any other required documents, must, in any case, be
            transmitted to and received by the Exchange Agent at the address set
            forth below under "Exchange Agent" on or prior to the Expiration
            Date, or the guaranteed delivery procedures described below must be
            complied with.

GUARANTEED DELIVERY PROCEDURES

      If a registered holder of Old Senior Notes desires to tender the Old
Senior Notes and the Old Senior Notes are not immediately available, or time
will not permit the holder's Old Senior Notes or other required documents to
reach the Exchange Agent before the Expiration Date, or the procedure for
book-entry transfer cannot be completed on a timely basis, a tender may be
effected if:

-     the tender is made through an Eligible Institution,

-     prior to the Expiration Date, the Exchange Agent receives from the
      Eligible Institution a properly completed and duly executed Letter of
      Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
      substantially in the form provided by the Company (by telegram, telex,
      facsimile transmission, mail or hand delivery), setting forth the name and
      address of the holder of Old Senior Notes and the amount of Old Senior
      Notes tendered, stating that the tender is being made thereby and
      guaranteeing that within five New York Stock Exchange ("NYSE") trading
      days after the date of execution of the Notice of Guaranteed Delivery, the
      certificates for all physically tendered Old Senior Notes, in proper form
      for transfer, or a Book-Entry Confirmation, as the case may be, and any
      other documents required by the Letter of Transmittal will be deposited by
      the Eligible Institution with the Exchange Agent, and

-     the certificates for all physically tendered Old Senior Notes, in proper
      form for transfer, or a Book-Entry Confirmation, as the case may be, and
      all other documents required by the Letter of Transmittal, are received by
      the Exchange Agent within five NYSE trading days after the date of
      execution of the Notice of Guaranteed Delivery.

WITHDRAWAL RIGHTS

      Tenders of Old Senior Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date. For a withdrawal to be
effective, a written or facsimile notice of withdrawal must be received by the
Exchange Agent at the address set forth below under "- Exchange Agent." Any
notice of withdrawal must specify the name of the person having tendered the Old
Senior Notes to be withdrawn, identify the Old Senior Notes to be withdrawn
(including the principal amounts of such Old Senior Notes), and (where
certificates for Old Senior Notes have been transmitted) specify the name in
which such Old Senior Notes are registered, if different from that of the
withdrawing holder.

      If certificates for Old Senior Notes have been delivered or otherwise
identified to the Exchange Agent, then, prior to the release of such
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Institution unless the holder is an
Eligible Institution. If Old Senior Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Old Senior Notes and otherwise comply with the
procedures of the facility. All questions as to the validity, form and
eligibility (including time of receipt) of the notices will be determined by the
Company, whose determination shall be final and binding on all parties.
Certificates for any Old Senior Notes so withdrawn will be deemed not to have
been validly tendered for exchange for purposes of the Exchange Offer. Any Old
Senior Notes that have been tendered for exchange but which are not exchanged
for any reason will be returned to the holder thereof without cost to the holder
(or, in the case of Old Senior Notes tendered by book-entry transfer into the
Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures described above, the Old Senior Notes 


                                      -26-
<PAGE>   37
will be credited to an account maintained with the Book-Entry Transfer Facility
for the Old Senior Notes) as soon as practicable after withdrawal, rejection of
tender or termination of the Exchange Offer. Properly withdrawn Old Senior Notes
may be retendered by following one of the procedures described under "-
Procedure for Tendering Old Senior Notes," above, at any time on or prior to the
Expiration Date.

EXCHANGE AGENT

      All executed Letters of Transmittal should be directed to the Exchange
Agent at the address set forth below. Questions and requests for assistance,
requests for additional copies of this Prospectus or of the Letter of
Transmittal and requests for Notices of Guaranteed Delivery should be directed
to the Exchange Agent, addressed as follows:

      By Registered or Certified Mail:        First Trust Center
                                              180 East Fifth Center
                                              St. Paul, Minnesota 55101

      By Overnight Courier or By Hand:        First Trust Center
                                              180 East Fifth Center
                                              St. Paul, Minnesota 55101

      Confirm by Telephone:                   (651) 244-8162

      Note: Delivery of the Letter of Transmittal to an address other than as
            set forth above or transmission of instructions via facsimile other
            than as set forth above does not constitute a valid delivery of the
            Letter of Transmittal.

FEES AND EXPENSES

      The Company will not make any payment to brokers-dealers or others
soliciting acceptances of the Exchange Offer.

TRANSFER TAXES

      Holders who tender Old Senior Notes for exchange will not be obligated to
pay any transfer tax in connection therewith, except that Holders who instruct
the Company to register New Senior Notes in the name of, or request that Old
Senior Notes not tendered or not accepted in the Exchange Offer be returned to,
a person other than the registered tendering Holder will be responsible for the
payment of any applicable transfer tax thereon.

APPRAISAL RIGHTS

      Holders of Old Senior Notes will not have dissenters' rights or appraisal
rights in connection with the Exchange Offer.

CONSEQUENCES OF FAILURE TO EXCHANGE OLD SENIOR NOTES

      Holders of Old Senior Notes who do not exchange their Old Senior Notes for
New Senior Notes pursuant to the Exchange Offer will continue to be subject to
the restrictions on transfer of the Old Senior Notes. In general, the Old Senior
Notes may not be offered or sold unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. The Company does not anticipate that it will register Old Senior Notes
under the Securities Act.

RESALE OF THE NEW SENIOR NOTES

      Based on interpretations by the staff of the SEC issued to third parties,
New Senior Notes issued pursuant to the Exchange Offer in exchange for Old
Senior Notes may be offered for resale, resold or otherwise transferred by
holders thereof (other than any holder that is an "affiliate" of the Company as
defined in Rule 405 under the Securities Act, and other than any broker-dealer)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that:

      -     the New Senior Notes are acquired in the ordinary course of the
            holders' business, and


                                      -27-
<PAGE>   38
      -     the holders have no arrangement with any person to participate in
            the distribution of the New Senior Notes.

      Each holder, other than a broker-dealer, must acknowledge that it is not
engaged in, and does not intend to engage in, a distribution of New Senior
Notes. This analysis is based upon the SEC's position in no-action letters that
the SEC has issued previously regarding other transactions that were
substantially similar to the Exchange Offer. Although the SEC has not indicated
that it has changed its position on this issue, the Company has not sought its
own interpretive letter from the SEC. There is no assurance that the SEC would
make a similar determination with respect to the resale of the New Senior Notes.
See "Risk Factors Resale of the New Senior Notes".

      If any holder is an affiliate of the Company, or if any holder is engaged
in or intends to engage in or has any arrangement or understanding with respect
to the distribution of the New Senior Notes to be acquired pursuant to the
Exchange Offer, the holder

      -     could not rely on the applicable interpretations of the staff of the
            SEC, and

      -     must comply with the registration and prospectus delivery
            requirements of the Securities Act in connection with any resale
            transaction.

      Each broker-dealer that receives New Senior Notes for its own account in
exchange for Old Senior Notes must acknowledge that the Old Senior Notes were
acquired by the broker-dealer as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of the New Senior Notes. Any such broker-dealer may be deemed to be an
"underwriter" under the Securities Act. See "Plan of Distribution -
Broker-Dealers." In addition, to comply with the securities laws of certain
jurisdictions, if applicable, it may be necessary to qualify for sale or to
register the New Senior Notes in that jurisdiction prior to offering or selling
the New Senior Notes.

REGISTRATION RIGHTS AGREEMENT
--------------------------------------------------------------------------------
Summary: The Company is making the Exchange Offer to comply with its obligation
under the Registration Rights Agreement to register the exchange of the New
Senior Notes for the Old Senior Notes. In the Registration Rights Agreements,
the Company also agreed under limited circumstances to file the Shelf
Registration Statement to register the resale of certain Old Senior Notes and
New Senior Notes. If the Company defaults on certain of its registration
obligations under the Registration Rights Agreements, the affected Note holders
will be entitled to Special Interest.
--------------------------------------------------------------------------------

This summary of the Registration Rights Agreements does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the Registration Rights Agreement, a copy of which is an
exhibit to the Registration Statement.


REGISTRATION STATEMENT

Obligations of the Company. In the Registration Rights Agreement, the Company
and the Guarantors agreed to:

      -     use their best efforts to keep the Registration Statement effective
            continuously, and the Exchange Offer open, for a period of not less
            than 30 business days, and

      -     cause the Exchange Offer to be consummated no later than the 45th
            business day after the SEC declares the Registration Statement to be
            effective (the "Consummation Deadline"); and

      -     use their best efforts to keep the Prospectus available for use by
            broker-dealers for 90 days after the Consummation Deadline.

      Representations by the Note Holders. To participate in the Exchange Offer,
each holder of Old Senior Notes must represent that it:

      -     is not an affiliate of the Company,


                                      -28-
<PAGE>   39
      -     is not engaged in, and does not intend to engage in, and has no
            arrangement or understanding with any person to participate in, a
            distribution of New Senior Notes issued in the Exchange Offer, and

      -     is acquiring the New Senior Notes in the Exchange Offer in the
            ordinary course of its business.


SHELF REGISTRATION STATEMENT

      Obligation to File. In the Registration Rights Agreement, the Company and
the Guarantors agreed to file with the SEC a Shelf Registration Statement
covering the public resale, by any holder who provides the Company with certain
information for inclusion in the Shelf Registration Statement, of:

      -     the Old Senior Notes if the Exchange Offer is not permitted by
            applicable law or SEC policy, or

      -     any New Senior Notes or Transfer Restricted Securities held by any
            holder who notifies the Company prior to the 20th business day
            following the consummation of the Exchange Offer that:

            (1)   such holder is prohibited by law or SEC policy from
                  participating in the Exchange Offer, or

            (2)   such holder may not resell the New Senior Notes acquired by it
                  in the Exchange Offer to the public without delivering a
                  prospectus, and the prospectus contained in the Registration
                  Statement is not appropriate or available for such resales by
                  it.

"Transfer Restricted Securities" means each Old Senior Note until the earliest
of the date on which the Old Senior Note

      -     is exchanged for a New Senior Note in the Exchange Offer that is
            entitled to be resold to the public by the holder thereof without
            complying with the prospectus delivery requirements of the
            Securities Act,

      -     has been disposed of in accordance with the Shelf Registration
            Statement, or

      -     is disposed of by a broker-dealer pursuant to the "Plan of
            Distribution," and distributed to the public pursuant to Rule 144
            under the Securities Act. See "Plan of Distribution."

      Further Obligations of the Company. If a Shelf Registration Statement is
      required, the Company must:

      -     file the Shelf Registration Statement within 30 days after the
            Company receives the required notice from by a Note holder,

      -     use its best efforts to cause the SEC to declare the Shelf
            Registration Statement effective within 120 days after the
            obligation to file a Shelf Registration Statement arises, and

      -     use its best efforts to keep the Shelf Registration Statement
            continuously effective for at least two years after the SEC
            initially declares it effective.

      If the Company files a Shelf Registration Statement, the Company will:

      -     provide to each named selling Note holder copies of the prospectus
            which is part of the Shelf Registration Statement, and any
            amendments and supplements

      -     provide notice for the Registration Statement or Prospectus until
            after the holders have five days to object to any such documents.

      Obligations of Selling Note Holders. A holder selling Notes under the
      Shelf Registration Statement generally:

      -     would be required to be named as a selling security holder in the
            related prospectus and to deliver a prospectus to purchasers,


                                      -29-
<PAGE>   40
      -     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 holder (including certain
            indemnification obligations).


SPECIAL INTEREST

In the Registration Rights Agreement, the Company and the Guarantors agree to
pay to each Holder of Transfer Restricted Securities affected by a Registration
Default, the following special interest ("Special Interest"):

      -     a per annum rate of 0.25% for the first 90 days after July 5, 1999,

      -     a per annum rate of 0.50% for the second 90 days after July 5, 1999,

      -     a per annum rate of 0.75% for the third 90 days after July 5, 1999,

      -     a per annum rate of 1.0% for periods after the third 90 days after
            July 5, 1999.

Following the cure of all Registration Defaults, the accrual of Special Interest
will cease. All accrued Special Interest will be paid in the same manner and on
the same dates as interest payments are paid on the Notes. Special Interest, if
determined to be a penalty, may be limited or unenforceable under applicable
law.

      Registration Default

      "Registration Default" means the occurrence of any of the following
events:

      -     the Exchange Offer is not consummated on or before the Consummation
            Deadline, (which is 45 days after the Registration Statement becomes
            effective),

      -     the Company or the Guarantors fail to file the Registration
            Statement, if required, with the SEC by the applicable filing
            deadline,

      -     the SEC does not declare the Registration Statement, if required, to
            be effective by the applicable effectiveness deadline, or

      -     the Shelf Registration Statement, if required, is declared effective
            but thereafter ceases to be effective or useable for its intended
            purpose without being succeeded immediately by a post-effective
            amendment to such Registration Statement that cures such failure and
            that is itself immediately declared effective.


INDEMNIFICATION

      The Company agrees in the Registration Rights Agreement to indemnify
selling Note holders against certain liabilities, including certain liabilities
under the Securities Act.


                                      -30-
<PAGE>   41
                              CERTAIN INDEBTEDNESS

      At September 30, 1998, on a pro forma basis after giving effect to the
issuance of the Senior Notes and the application of proceeds therefrom, Allied's
consolidated debt would have been approximately $2.1 billion, consisting
primarily of the Senior Notes and approximately $300 million outstanding under
the Senior Credit Facility. At that date, we also had approximately $730 million
of availability under our Revolving Credit Facility to be used for working
capital, letters of credit, acquisitions and other general corporate purposes.
The Senior Credit Facility comprises a $300 million term loan (the "Term Loan"),
which is fully drawn, and a $800 million revolving credit facility (the
"Revolving Credit Facility" and together with the Term Loan, the "Senior Credit
Facility"). The Revolving Credit Facility includes a $250 million sublimit for
the issuance of letters of credit. The credit agreement governing the terms of
the Senior Credit Facility (the "Credit Agreement") contains financial and
operating covenants and restrictions on our ability to complete acquisitions,
pay dividends, incur indebtedness, make investments and take certain other
corporate actions. A portion of our available cash must be applied to service
indebtedness. As of September 30, 1998, Allied was in compliance with the
covenants contained in the Credit Agreement.

      The Term Loan Facility is an amortizing senior secured term loan with
annual principal payments increasing from $75 million in 2001 to $105 million in
2002, and to $120 million in 2003. Principal under the Revolving Credit Facility
is due upon maturity in June 2003.

      In addition to the scheduled principal payments, we are required to make
mandatory prepayments on the Senior Credit Facility from the proceeds from
certain asset sales and the issuance of new debt securities and cash-pay
preferred stock. The amount of the mandatory prepayment is based upon the ratio
of total debt to EBITDA (the "Ratio"). Prepayments equal

      -     75% of the net proceeds when the Ratio exceeds 4.50 to 1.00,

      -     50% of the net proceeds when the Ratio exceeds 4.00 to 1.00 but is
            less than 4.50 to 1.00 and

      -     0% when the Ratio is less than 4.00 to 1.00.

      Proceeds from new equity issues are exempt from mandatory prepayment
requirements. Mandatory prepayments are applied first to repay outstanding
Revolving Credit Facility advances (but not to reduce commitments under the
Revolving Credit Facility) and the Term Loan pro rata based on amount
outstanding, until no Revolving Credit Facility advances are outstanding, and
then to repay the outstanding Term Loan.

      Borrowings under the Revolving Credit Facility may be used for
acquisitions, the issuance of letters of credit, working capital and other
general corporate purposes.

      The Senior Credit Facility bears interest, at our option, at either (1) a
Base Rate, or (2) a LIBOR Rate, both terms as defined in the Credit Agreement,
plus, in either case, an applicable margin. The applicable margin is adjusted
from time to time pursuant to a pricing grid based upon the Ratio, as defined in
the Credit Agreement, and varies between zero percent and 0.50% for Base Rate
loans, and 0.75% and 1.75% for Eurodollar loans.

      The Senior Credit Facility is guaranteed by substantially all of our
present and future subsidiaries. In addition, the Senior Credit Facility is
secured by substantially all of Allied's and the personal property and a pledge
of the stock of substantially all the our present and future subsidiaries.

      The Senior Credit Facility agreement contains certain financial covenants
including, but not limited to, a Total Debt to EBITDA ratio, a Fixed Charge
Coverage ratio and an Interest Expense Coverage ratio, all terms as defined in
the Credit Agreement. In addition, the Credit Agreement also limits our ability
to

      -     make acquisitions and purchase fixed assets above certain amounts,

      -     pay dividends,

      -     incur additional indebtedness and liens,


                                      -31-
<PAGE>   42
      -     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 was in compliance with all applicable covenants at September
30, 1998.

      The Company has entered into interest rate protection agreements (the
"Agreements"), with commercial banks and investment banking institutions to
reduce its exposure to fluctuations in variable interest rates. A summary of the
Agreements outstanding as of September 30, 1998 is as follows:

<TABLE>
<CAPTION>
NOTIONAL AMOUNT                    FIXED RATE              PERIOD
 (IN MILLIONS)
<S>                                <C>           <C>
    $  50                            6.08%       September 1997 - September 2000
       50                            6.06        September 1997 - March 2000
       50                            5.12        February 1998 - April 1999
       50                            6.02        October 1997 - October 1999
       50                            5.90        November 1997 - November 1999
       50                            5.91        November 1997 - November 1999
      130                            6.06        May 1998 - May 2001
</TABLE>

The Agreements effectively change the Company's interest rate paid on its
floating rate long-term debt to a weighted average fixed rate of approximately
5.91% plus applicable margins imposed by the terms of the Credit Agreement at
September 30, 1998.


                                      -32-
<PAGE>   43
                      DESCRIPTION OF THE NEW SENIOR NOTES

      As used below in this "Description of the New Senior Notes" (unless the
context indicates otherwise), references to the "Senior Notes" refer to the Old
Senior Notes and the New Senior Notes, which are described in the future tense
for convenience only.

THE SENIOR NOTES

      The Company issued the Old Senior Notes to the Initial Purchasers on
December 23, 1998. The Initial Purchasers sold the Old Senior Notes to
"qualified institutional buyers," as defined in Rule 144A under the Securities
Act. The terms of the New Senior Notes are substantially identical to the terms
of the Old Senior Notes. However, the New Senior Notes are not subject to
transfer restrictions or registration rights unless held by certain
broker-dealers, affiliates of the Company or certain other persons. See "The
Exchange Offer - Resale of the New Senior Notes." In addition, the Company does
not plan to list the New Senior Notes on any securities exchange or seek
quotation on any automated quotation system. The Old Senior Notes are listed on
Nasdaq's PORTAL system.

      The following chart summarizes the basic terms of the Senior Notes:

Principal Amount at Maturity:...-   $225,000,000 of 7 3/8% Series B Senior Notes
                                    due 2004 (the "Five Year Notes")

                                -   $600,000,000 of 7 5/8% Series B Senior Notes
                                    due 2006 (the "Seven Year Notes")

                                -   $875,000,000 of 7 7/8% Series B Senior Notes
                                    due 2009  (the "Ten Year Notes")

Maturity Date:..................-   The 7 3/8% Series B Senior Notes will mature
                                    on January 1, 2004.

                                -   The 7 5/8% Series B Senior Notes will mature
                                    on January 1, 2006.

                                -   The 7 7/8% Series B Senior Notes will mature
                                    on January 1, 2009.

Interest Payments Dates:........-   The 7 3/8% Series B Senior Notes will bear 
                                    interest at the rate of 7 3/8% compounded
                                    semi-annually on January 1 and July 1 of 
                                    each year, commencing July 1, 1999.

                                -   The 7 5/8% Series B Senior Notes will bear 
                                    interest at the rate of 7 5/8% compounded 
                                    semi-annually on January 1 and July 1 of 
                                    each year, commencing July 1, 1999.

                                -   The 7 7/8% Series B Senior Notes will bear 
                                    interest at the rate of 7 7/8% compounded 
                                    semi-annually on January 1 and July 1 of 
                                    each year, commencing July 1, 1999.

Collateral and Ranking:.........    The Senior Notes are senior, unsecured 
                                    obligations of the Company and will rank 
                                    equally to each other, and to all our 
                                    existing and future senior unsecured 
                                    indebtedness and will rank senior in right 
                                    of payment to all our existing and future 
                                    subordinated indebtedness. The Senior Notes 
                                    are guaranteed on a senior unsecured basis 
                                    by Allied of which we are a direct 
                                    wholly-owned subsidiary, and, so long as our
                                    senior credit facility is similarly 
                                    guaranteed, by substantially all of our 
                                    direct and indirect subsidiaries. However, 
                                    the Senior Notes will be effectively 
                                    subordinated to all of our secured 
                                    indebtedness, including outstanding 
                                    indebtedness under our Senior Credit 
                                    Facility to the extent of the assets 
                                    securing such indebtedness. As of September 
                                    30, 1998, on a pro forma basis after giving
                                    effect to the issuance of the Senior Notes 
                                    and the application of the proceeds 
                                    therefrom, we would have had approximately 
                                    $368 million of secured indebtedness 
                                    outstanding and approximately an additional 
                                    $730 million of availability under our 
                                    Senior Credit Facility which would be 
                                    secured indebtedness. The terms 
                                    "indebtedness" and subordinated 
                                    indebtedness" are defined in the 
                                    "Description of the New Senior 
                                    Notes--Subordination" and "Description of 
                                    the New Senior Notes--Certain Definitions" 
                                    sections of this Prospectus.


                                      -33-
<PAGE>   44
Global Note:....................    The New Senior Notes will be issued as a 
                                    single, global note that  will be deposited 
                                    with The Depository Trust Company in New 
                                    York, New York ("DTC"). Individual Senior 
                                    Note holders will not receive certificates 
                                    for the New Senior Notes, except in certain 
                                    limited circumstances.

Payment
Procedures:.....................    The Company will make all payments on the 
                                    Senior Notes (including principal, premium, 
                                    if any, interest and Special Interest, if 
                                    any) in immediately available same day 
                                    funds, at the office or agency of the 
                                    Company maintained for such purpose, which 
                                    office or agency shall be maintained in the 
                                    Borough of Manhattan, The City of New York, 
                                    except that:

                                    -   Payments on Senior Notes represented by 
                                        the Global Notes will be payable by wire
                                        transfer to the accounts specified by 
                                        the holder of interests in such Global 
                                        Note.

                                    -   Payments on Certificated Notes, if any, 
                                        will be payable by wire transfer to the 
                                        accounts specified by the Note holders 
                                        or, if no such account is specified, by 
                                        mailing a check to each Senior Note 
                                        holder's registered address.

REGISTRATION RIGHTS AGREEMENT

      The Company has filed the Registration Statement to comply with its
obligation under the Registration Rights Agreement to register the issuance of
the New Senior Notes. See "The Exchange Offer - Registration Rights Agreement."

THE INDENTURE

      The Old Senior Notes were issued, and the New Senior Notes will be issued,
pursuant to Series Supplements dated as of December 23, 1998 to an Indenture,
(the "Indenture"), among the Company, Allied, as a Guarantor, the Subsidiary
Guarantors and U.S. Bank Trust, N.A., as Trustee (the "Trustee"). The following
summarizes certain provisions of the Indenture. This summary does not purport to
be complete and is qualified in its entirety by reference to all of the
provisions of the Indenture. Wherever this summary refers to a particular
provision of the Indenture, such provision is incorporated by reference as a
part of the statements made, and such statements are qualified in their entirety
by such reference. References to the "Indenture" in this Description of the
Senior Notes include each Series Supplement relating to the Senior Notes. All
references in this section to the "Company" refer solely to Allied Waste North
America, Inc., the issuer of the Senior Notes, and to "Allied" refer solely to
Allied Waste Industries, Inc., and not to their respective subsidiaries.

      The definitions of many capitalized terms used in this section are
summarized in "- Certain Definitions", below. Capitalized terms that are not
defined below have the meanings set forth in the Indenture.

GENERAL

      The Five Year Notes, the Seven Year Notes and the Ten Year Notes will be
unsecured senior obligations of the Company and will be pari passu in right of
payment to each other. The Five Year Notes will be limited to $300 million
aggregate principal amount, of which $225 million has been issued and will
mature on January 1, 2004. The Seven Year Notes will be limited to $700 million
aggregate principal amount, of which $600 million has been issued, and will
mature on January 1, 2006. The Ten Year Notes will be limited to $1 billion
aggregate principal amount, of which $875 million has been issued, and will
mature on January 1, 2009. Additional Senior Notes may be issued from time to
time after the date of the Series Supplements under the Indenture, subject to
the provisions of the Indenture, including those described below under the
caption " -- Certain Covenants -- Limitation on Consolidated Debt." Any such
additional Senior Notes may be part of the same class and series (including with
respect to voting) as the Senior Notes of such issue issued in this Offering.

      The Senior Notes will be fully and unconditionally guaranteed on a senior
unsecured basis by Allied (such guarantees, the "Parent Guarantees").


                                      -34-
<PAGE>   45

      The Senior Notes will also be fully and unconditionally guaranteed by the
existing Restricted Subsidiaries of the Company, and the Company will covenant
to cause any Restricted Subsidiaries acquired or created in the future that
guarantees the Bank Agreement to fully and unconditionally guarantee the Senior
Notes, in each case jointly and severally on a senior unsecured basis (such
guarantees, the "Subsidiary Guarantees" and, together with the Parent
Guarantees, the "Senior Guarantees" of such guarantors, the "Subsidiary
Guarantors").

      As of the date of the Indenture, all of the Company's Subsidiaries (other
than Allied Insurance) were Restricted Subsidiaries. However, under certain
circumstances, the Company will be able to designate current or future
Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be
subject to many of the restrictive covenants set forth in the Indenture. See "
-- Certain Covenants -- Limitation on Restricted Payments."

      The Senior Notes will be effectively subordinated to all existing and
future indebtedness and other liabilities (including trade payables and capital
lease obligations) of the Company's Subsidiaries (if any) that are Unrestricted
Subsidiaries (and thus not Subsidiary Guarantors) and would be so subordinated
to all existing and future indebtedness of the Subsidiary Guarantors if the
Subsidiary Guarantees were avoided or subordinated in favor of the Subsidiary
Guarantors' other creditors or if the Subsidiary Guarantors are released from
their Subsidiary Guarantees as described under " -- Guarantees." See "Risk
Factors -- Fraudulent Conveyance."

      The Senior Notes will be effectively subordinated to all secured Debt of
the Company and its Subsidiaries, including outstanding Debt under the Company's
Senior Credit Facility to the extent of the assets securing such Debt. See "
Terms of Certain Outstanding Debt."

INTEREST AND PAYMENTS
--------------------------------------------------------------------------------
Summary: The Senior Notes will bear interest at the rates set forth below:

      -     The Five Year Notes will bear interest at the rate of 7 3/8%
            compounded semi-annually on January 1 and July 1 of each year,
            commencing July 1, 1999.

      -     The Seven Year Notes will bear interest at the rate of 7 5/8%
            compounded semi-annually on January 1 and July 1 of each year,
            commencing July 1, 1999.

      -     The Ten Year Notes will bear interest at the rate of 7 7/8%
            compounded semi-annually on January 1 and July 1 of each year,
            commencing July 1, 1999.
--------------------------------------------------------------------------------

      The Senior Notes will bear interest at the rate per annum shown above from
December 23, 1998 (the "Issue Date") or from the most recent interest Payment
Date to which interest has been paid or provided for, payable semi-annually on
July 1 and January 1 of each year, commencing July 1, 1999, until the principal
thereof is paid or made available for payment, to the Person on whose name the
Senior Note, or any predecessor note, is registered at the close of business on
the preceding June 15 or December 15, as the case may be. The Senior 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 Prospectus plus 2%. Interest on the Senior Notes will be computed
on the basis of a 360-day year of twelve 30-day months.

      The principal of and premium, if any, and interest, including Special
Interest (as defined below) on the Senior Notes will be payable, and the
transfer of Senior Notes will be registrable, at the office or agency of the
Company in The Borough of Manhattan, The City of New York. In addition, payment
of interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as it appears in the Security Register;
provided, however, that all payments of the principal (and premium, if any) and
interest on Senior Notes the Holders of which have given wire transfer
instructions to the Company or its agent at least 10 Business Days prior to the
applicable payment date will be required to be made by wire transfer of
immediately available funds to the accounts specified by such Holders in such
instructions.

      The Company has agreed to file and cause to become effective a
registration statement relating to an exchange offer for each issue of the
Senior Notes and Senior Guarantees, or, in lieu thereof, to file and cause to
become effective a resale shelf registration statement for each issue of the
Senior Notes and Senior Guarantees. If any such exchange offer or shelf
registration statement is not filed or is not declared effective, or if any such
exchange offer is not consummated, within the time periods set forth herein,
Special 


                                      -35-
<PAGE>   46
Interest (as defined below) will accrue and be payable on the Senior Notes
either temporarily or permanently. See " -- Registration Covenant; Exchange
Offers."

      No service charge will be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

OPTIONAL REDEMPTION
--------------------------------------------------------------------------------
SUMMARY:

1.    We may redeem the Five Year Notes and the Seven Year Notes at the
      Redemption Price (as defined) equal to the greater of:

      -     100% of their principal amount; or

      -     the sum of the present values of the remaining scheduled payments of
            principal and interest thereon discounted to maturity on a
            semi-annual basis at the Treasury Yield plus 50 basis points, plus
            in each case accrued but unpaid interest (including Special
            Interest).

2.    Before January 1, 2004, we may redeem the Ten Year Notes at any time, at
      the redemption price equal to the greater of

      -     100% of their principal amount or

      -     the sum of the present values of the remaining scheduled payments of
            principal and interest thereon discounted to maturity on a
            semi-annual basis (assuming a 360-day year consisting of twelve
            30-day months) at the Treasury Yield plus 50 basis points, plus in
            each case accrued but unpaid interest (including Special Interest).

3.    On or after January 1, 2004, we may redeem all or part of the Ten Year
      Notes, at redemption prices that decline over time until the maturity
      date.

4.    We also may redeem the following amount of the Ten Year Notes on the
      occasion of a public equity offering:

      -     Before January 1, 2002, we may redeem on any one or more occasions
            up to 33 1/3% of the aggregate principal amount of the Ten Year
            Notes with the net proceeds of one or more public equity offerings
            at a price equal to 107.9% of the principal amount thereof, plus
            accrued and unpaid interest and Special Interest, if any.
--------------------------------------------------------------------------------

FIVE YEAR NOTES

      Except as provided below, the Five Year Notes will not be subject to any
redemption at the option of the Company prior to the final maturity of such
Notes.

      Five Year Notes will be subject to redemption, at the option of the
Company, in whole or in part, at any time, upon not less than 30 nor more than
60 days' notice mailed to each Holder of Five Year Notes to be redeemed at such
Holder's address appearing in the applicable Note Register, in amounts of $1,000
or an integral multiple of $1,000, at a Redemption Price equal to the greater of

      -     100% of their principal amount or

      -     the sum of the present values of the remaining scheduled payments of
            principal and interest thereon discounted to maturity on a
            semi-annual basis (assuming a 360-day year consisting of twelve
            30-day months) at the Treasury Yield plus 50 basis points,

plus in each case 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.


                                      -36-
<PAGE>   47
SEVEN YEAR NOTES

      Except as provided below, the Seven Year Notes will not be subject to any
redemption at the option of the Company prior to the final maturity of such
Notes.

      Seven Year Notes will be subject to redemption, at the option of the
Company, in whole or in part, at any time, upon not less than 30 nor more than
60 days' notice mailed to each Holder of Seven Year Notes to be redeemed at such
Holder's address appearing in the applicable Note Register, in amounts of $1,000
or an integral multiple of $1,000, at a Redemption Price equal to the greater of

      -     100% of their principal amount or

      -     the sum of the present values of the remaining scheduled payments of
            principal and interest thereon discounted to maturity on a
            semi-annual basis (assuming a 360-day year consisting of twelve
            30-day months) at the Treasury Yield plus 50 basis points,

plus in each case 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).


TEN YEAR NOTES

     The Ten Year Notes will not be subject to any redemption at the option of
the Company prior to January 1, 2004 except as set forth in the following
paragraphs. On or after January 1, 2004, the Ten Year 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 Ten Year Notes to be redeemed at such Holder's address appearing in
the applicable Note Register, in amounts of $1,000 or an integral multiple of
$1,000, at the following Redemption Prices (expressed as percentages of
principal amount) plus 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 January 1 of each of the years indicated below:


<TABLE>
<CAPTION>
                                                                      REDEMPTION
YEAR                                                                    PRICE
<S>                                                                   <C>      
2004 .............................................................    103.9375%
2005 .............................................................    102.6250%
2006 .............................................................    101.3125%
2007 and thereafter . ............................................    100.0000%
</TABLE>

      Prior to January 1, 2004, the Ten Year Notes will be subject to
redemption, at the option of the Company, in whole or in part, at any time, upon
not less than 30 nor more than 60 days' notice mailed to each Holder of Ten Year
Notes to be redeemed at such Holder's address appearing in the applicable Note
Register, in amounts of $1,000 or an integral multiple of $1,000, at a
Redemption Price equal to the greater of

      -     100% of their principal amount or

      -     the sum of the present values of the remaining scheduled payments of
            principal and interest thereon discounted to maturity on a
            semi-annual basis (assuming a 360-day year consisting of twelve
            30-day months) at the Treasury Yield plus 50 basis points,

plus in each case 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).

     At any time, or from time to time, prior to January 1, 2002, up to 33 1/3%
in aggregate principal amount of the Ten Year Notes originally issued under the
Indenture will be redeemable, at the option of the Company, from the net
proceeds of one or more Public 


                                      -37-
<PAGE>   48
Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a
Redemption Price equal to 107.9% of the principal amount thereof, together with
accrued but unpaid interest, including Special Interest, to 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; 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.

SELECTION AND NOTICE

      If less than all the Senior Notes of any issue are to be redeemed, the
particular Senior Notes to be redeemed will be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Notes of such
issue 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 multiples thereof, of the principal
amount of the applicable Senior Notes of a denomination larger than $1,000.

MANDATORY REDEMPTION

      Except as described below under " -- Repurchase at the Option of Holders
-- Asset Dispositions" and " -- Change of Control," the Senior 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 unless:

      (1)   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 disposed
            of, as determined in good faith by the Board of Directors for any
            transaction (or series of transactions) involving in excess of $10
            million and not involving the sale of equipment or other assets
            specifically contemplated by the Company's capital expenditure
            budget previously approved by the Board of Directors;

      (2)   at least 75% of the consideration received by the Company (or such
            Restricted 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 Senior 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
                  Restricted Subsidiaries as such business is conducted
                  immediately prior to such Asset Disposition,

            (x)   any securities, notes or other obligations received by the
                  Company or any such Restricted Subsidiary from such transferee
                  that are contemporaneously (subject to ordinary settlement
                  periods) converted by the Company or such Restricted
                  Subsidiary into cash or Cash Equivalents (to the extent of
                  cash and Cash Equivalents received),

            (y)   any Designated Noncash Consideration received pursuant to this
                  clause (y) that is at the time outstanding, not to exceed 15%
                  of Consolidated Total Assets at the time of the receipt of
                  such Designated Noncash Consideration (with the fair market
                  value of each item of Designated Noncash Consideration being
                  measured at the time received and without giving effect to
                  subsequent changes in value), or

            (z)   any combination thereof; and


                                      -38-
<PAGE>   49
      (3)   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

            (A)   first, within one year from the later of the date of such
                  Asset Disposition or the receipt of such Net Available
                  Proceeds, to Debt of the Company or its Restricted
                  Subsidiaries then outstanding under the Bank Agreement 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 as specified in Clause (A), to purchases on a
                  pro rata basis of Outstanding Notes of each issue pursuant to
                  an Offer to Purchase (to the extent such an offer is not
                  prohibited by the terms of the Bank Agreement then in effect)
                  at a purchase price equal to 100% of their principal amount
                  plus accrued 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

            (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 and provided further that the 75%
                  limitation referred to in clause (2) above will not apply to
                  any Asset Disposition if the consideration received therefrom,
                  as determined in good faith by the Company's Board of
                  Directors, is equal to or greater than what the after-tax
                  proceeds would have been had the Asset Disposition complied
                  with the aforementioned 75% limitation.

      Notwithstanding the foregoing, the Company will not be required to comply
with the provisions of the Indenture described in Clause (3) above

            (a)   if the Net Available Proceeds less any amounts ("Reinvested
                  Amounts") are invested or committed to be 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 Restricted Subsidiaries as such business is conducted
                  prior to such Asset Disposition (determined by the Board of
                  Directors in good faith) or

            (b)   to the extent the Company elects to redeem the Senior Notes of
                  any series with the Net Available Proceeds pursuant to any of
                  the provisions described under " -- Optional Redemption."

      Notwithstanding the foregoing, the Company will not be required to comply
with the requirements described in Clause (2) of the above 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 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 Senior
Note pursuant to such Offer to Purchase are substantially the same as those
described below under " -- Change of Control."

CHANGE OF CONTROL

--------------------------------------------------------------------------------
Summary: If the Company experiences a Change of Control, the holder of Senior
Notes will have the right to require the Company to repurchase the Senior Notes
for:

            -     101% of the principal amount thereof, and

            -     accrued and unpaid interest on that principal.
--------------------------------------------------------------------------------

      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 Notes, at
a purchase price equal to 101% of their aggregate principal amount plus accrued
interest, if any, 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 Senior Notes. See " -- Defeasance."


                                      -39-
<PAGE>   50
      A "Change of Control" will be deemed to have occurred in the event that,
      after the date of the Indenture,

      (1)   so long as the Company is a Subsidiary of Allied,

            (a)   any Person, or any Persons (other than a Permitted Allied
                  Successor, as defined below), 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 Allied,

            (b)   any Person or Group, together with any Affiliates or Related
                  Persons thereof, succeeds in having sufficient of its nominees
                  who have not been approved by the Continuing Directors elected
                  to the Board of Directors of Allied such that such nominees,
                  when added to any existing director remaining on the Board of
                  Directors of Allied 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 Allied or,

            (c)   there occurs any transaction or series of related transactions
                  (other than a merger, consolidation or other transaction with
                  a Related Business in which the shareholders of Allied
                  immediately prior to such transaction (or series) receive

                  (I)   solely Voting Stock of Allied (or its successor or
                        parent, as the case may be),

                  (II)  cash, securities and other property in an amount which
                        could be paid by the Company as a Restricted Payment
                        under the Indenture after giving pro forma effect to
                        such transaction, or

                  (III) a combination thereof), and the beneficial owners of the
                        Voting Stock of Allied 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 Allied (or in the case of
                        a transaction (or series) in which another entity
                        becomes a successor to, or parent of, Allied, of the
                        successor or parent entity),

      (2)   if the Company is not a Subsidiary of Allied,

            (a)   any Person, or any Persons (other than a Permitted Company
                  Successor, as defined below), 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,

            (b)   any Person or Group, together with any Affiliates or Related
                  Persons thereof, succeeds in having sufficient of its nominees
                  who have not been approved by the Continuing Directors 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
                  or,

            (c)   there occurs any transaction or series of related transactions
                  (other than a merger, consolidation or other transaction with
                  a Related Business in which the shareholders of the Company
                  immediately prior to such transaction (or series) receive

                  (I)   solely Voting Stock of the Company (or its successor or
                        parent, as the case may be),

                  (II)  cash, securities and other property in an amount which
                        could be paid by the Company as a Restricted Payment
                        under the Indenture after giving pro forma effect to
                        such transaction or

                  (III) a combination thereof), 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 


                                      -40-
<PAGE>   51
                        (or in the case of a transaction (or series) in which
                        another entity becomes a successor to the Company, of
                        the successor entity).

      A "Permitted Allied Successor" means an issuer, other than Allied, of
Voting Securities issued to the shareholders of Allied in a merger,
consolidation or other transaction permitted by clause (1)(c) of the definition
of Change of Control. A "Permitted Company Successor" means an issuer, other
than the Company, of Voting Securities issued to the shareholders of the Company
in a merger, consolidation or other transaction permitted by clause (2)(c) of
the definition of Change of Control.

      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 Notes resulting from a Change of Control.

      The terms of the Credit Agreement prohibit any repurchase of Senior Notes
by the Company in the event of a Change of Control, unless all indebtedness then
outstanding under the Bank Agreement is first repaid. In order to repay such
indebtedness and repurchase the Senior Notes, it may be necessary for the
Company to recapitalize and/or refinance some or all of its outstanding
indebtedness. We cannot assure you that such recapitalization or refinancing, if
required, would be accomplished on favorable terms, in a timely manner or at
all. Were any obligation of the Company to repurchase Senior Notes upon a Change
of Control to result in a default under the Bank Agreement, the Company may not
have sufficient assets to satisfy its obligations under the Bank Agreement and
the Indenture. See "Risk Factors -- Leverage; Ability to Service Debt."

      Within 30 days of a Change of Control, an Offer Document will be sent, by
first class mail, to Holders of each issue of the Senior 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 or incorporate
by reference

      (1)   the most recent annual and quarterly financial statements and
            "Management's Discussion and Analysis of Financial Condition and
            Results of Operations" and 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), and

      (2)   any other information required by applicable law to be included
            therein. Each Offer Document will contain all instructions and
            materials necessary to enable Holders of the applicable Senior Notes
            to tender such Senior Notes pursuant to the Offer to Purchase. Each
            Offer Document will also state

            (a)   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 Holder's Senior Notes,

            (b)   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,

            (c)   the Purchase Date for the purchase of Senior Notes which will
                  be within five Business Days after the Expiration Date,

            (d)   the aggregate principal amount of Senior 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

            (e)   a description of the procedure which a Holder must follow to
                  tender all or any portion of the Senior Notes.

      To tender any Senior Note, a Holder must surrender such Senior Note at the
place or places specified in the Offer Document prior to the close of business
on the Expiration Date (such Senior Note being, if the Company or the Trustee so
requires, duly endorsed by, or accompanied by a written instrument or 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 Senior 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 Senior Note and Holder 


                                      -41-
<PAGE>   52
tendered, the certificate number of the Note the Holder tendered and a statement
that such Holder is withdrawing all or a portion of his tender. Any portion of a
Senior Note tendered must be tendered in an integral multiple of $1,000
principal amount.


                                      -42-
<PAGE>   53
GUARANTEES

--------------------------------------------------------------------------------
      Summary: The Company's payment obligations under the Senior Notes will be
fully guaranteed on a senior unsecured basis (the "Parent Guarantees") by Allied
and, so long as the Company's Senior Credit Facility is similarly guaranteed,
all of the Company's existing and future Restricted Subsidiaries (as defined
herein) (such subsidiary guarantors, the "Subsidiary Guarantors" and, together
with Allied, the "Guarantors" and the guarantees of such Subsidiary Guarantors
the "Subsidiary Guarantees" and together with the Parent Guarantees, the
"Guarantees"). The Guarantors will, jointly and severally, on a senior unsecured
basis, unconditionally guarantee the due and punctual payment of principal of
(and premium, if any) and interest (including Special Interest) on each issue of
the Senior Notes, when and as the same shall become due and payable, whether at
the maturity date, by declaration of acceleration, call of redemption or
otherwise.
--------------------------------------------------------------------------------

      The Senior Guarantees of each Guarantor will remain in effect with respect
to each issue of Senior Notes until the entire principal of, premium, in any,
and interest on such issue of Senior Notes shall have been paid in full or
otherwise discharged in accordance with the provisions of the Indenture;
provided, however, that if

      (1)   with respect to each Guarantor, an issue of Senior Notes is defeased
            and discharged as described under Clause (A) under "-- Defeasance,"
            or

      (2)   with respect to each Subsidiary Guarantor, such Subsidiary Guarantor

            (a)   ceases to be a Restricted Subsidiary or

            (b)   all or substantially all of the assets of such Subsidiary
                  Guarantor or all of the Capital Stock of such Subsidiary
                  Guarantor is sold (including by issuance, merger,
                  consolidation or otherwise) by the Company or any of its
                  Subsidiaries in a transaction constituting an Asset
                  Disposition and the Net Available Proceeds from such Asset
                  Disposition are used in accordance with the provisions
                  described under "-- Repurchase at the Option of Holders --
                  Asset Dispositions," or

            (c)   ceases to be a guarantor under, or to pledge any of its assets
                  to secure obligations under, the Bank Agreement

            then in each case of (1) and (2) above, such Guarantor or the
            corporation acquiring such assets (in the event of a sale or other
            disposition of all or substantially all of the assets of such
            Subsidiary Guarantor) shall be released and discharged of its Senior
            Guarantee obligations.

CERTAIN COVENANTS
--------------------------------------------------------------------------------
Summary: The Indenture contains certain covenants that, among other things,
limit our ability and the ability of our restricted subsidiaries to:

      -     incur additional indebtedness or issue preferred equity interests;

      -     pay certain dividends, redeem capital stock or make certain other
            restricted payments or investments;

      -     create liens on assets;

      -     enter into certain transactions with affiliates or related persons.

      -     merge, consolidate or sell all or substantially all of its assets.

Following the first date upon which any one of the Senior Notes are rated the
following:

      -     Baa3 or better by Moody's Investors Service, Inc. and BB+ or better
            by Standard & Poor's Ratings Group; or

      -     BBB- or better by Standard & Poor's Ratings Group and Ba1 or better
            by Moody's Investors Service, Inc.


                                      -43-
<PAGE>   54
certain covenants, including those relating to the incurrence of indebtedness,
the making of dividends, the redemption of capital stock and other restricted
payments, limitations on restrictions concerning distributions by subsidiaries
and transactions with affiliates will no longer be applicable to the Senior
Notes.
--------------------------------------------------------------------------------

CHANGES IN COVENANTS WHEN NOTES RATED INVESTMENT GRADE

      Following the first date upon which any of the Five Year Notes, the Seven
Year Notes or the Ten Year Notes are rated the following:

      (1)   Baa3 or better by Moody's Investors Service, Inc. ("Moody's") and
            BB+ or better by Standard & Poor's Ratings Group ("S&P"); or

      (2)   BBB- or better by S&P and Ba1 or better by Moody's (a "Rating
            Event") (or, in any case, if such person ceases to rate both issues
            of the Notes for reasons outside of the control of the Company, the
            equivalent investment grade credit rating from any other "nationally
            recognized statistical rating organization" (within the meaning of
            Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the
            Company as a replacement agency) (the "Rating Event Date") (and
            provided no Event of Default or event that with notice or the
            passage of time would constitute an Event of Default shall exist on
            the Rating Event Date), then

the covenants specifically listed under "-- Repurchase at the Option of Holders
-- Asset Dispositions," "-- Certain Covenants -- Limitation on Consolidated
Debt," "-- Limitation on Restricted Payments," "-- Limitations Concerning
Distributions by Subsidiaries, Etc.," "-- Limitation on Transactions with
Affiliates and Related Persons" and "-- Unrestricted Subsidiaries" in this
Prospectus will no longer be applicable to the Senior Notes.

      There can be no assurance that a Rating Event Date will occur or, if one
occurs, that the Senior Notes will continue to maintain an investment grade
rating. In addition, at no time after a Rating Event Date will the provisions
and covenants contained in the Indenture at the time of the issuance of the
applicable issue of the Senior Notes that cease to be applicable after the
Rating Event Date be reinstated.

      The Indenture contains, among others, the following covenants:


LIMITATION ON CONSOLIDATED DEBT

      The Company may not incur any Debt and may not permit Restricted
Subsidiaries 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 the Company 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.

      Without regard to the foregoing limitations, the Company or any restricted
Subsidiary of the Company may Incur the following Debt:

      (1)   Debt under the Bank Agreement in an aggregate principal amount at
            any one time outstanding not to exceed the amount permitted to be
            borrowed thereunder;

      (2)   Debt evidenced by the Senior Notes and the Guarantees;

      (3)   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


                                      -44-
<PAGE>   55
            (y)   such Restricted Subsidiary ceases to be a Restricted
                  Subsidiary,

            the provisions of this Clause (3) 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;

      (4)   Debt outstanding on the date of the Indenture;

      (5)   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 of Assets," which Debt

            (A)   was issued by a Person prior to the time such Person becomes a
                  Restricted Subsidiary in such transaction (including by way of
                  merger of consolidation with the Company or another Restricted
                  Subsidiary) and was not issued in contemplation of such
                  transaction or

            (B)   is issued by the Company or a Restricted Subsidiary 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 (5) and then
            outstanding does not exceed 5% of the Consolidated Total Assets of
            the Company at the time of such Incurrence;

      (6)   Debt consisting of Permitted Interest Rate or Currency Protection
            Agreements;

      (7)   Debt Incurred to renew, extend, refinance or refund any outstanding
            Debt permitted in the preceding paragraph or in Clauses (1) through
            (5) above or Incurred pursuant to this clause (7); provided,
            however, that such Debt does not exceed the principal amount of Debt
            so renewed, extended, refinanced or refunded (plus the amount of any
            premium and accrued interest, plus customary fees, consent payments,
            expenses and costs relating to the Debt so renewed, extended,
            refinanced or refunded); and

      (8)   Debt not otherwise permitted to be Incurred pursuant to clauses (1)
            through (7) 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 (8) and
            then outstanding, does not exceed 7.5% of the Consolidated Total
            Assets of the Company at the time of such Incurrence.


LIMITATION ON RESTRICTED PAYMENTS

      The Company may not, and may not permit any Restricted Subsidiary to,
directly or indirectly,

      (1)   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 Wholly Owned 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,

      (2)   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


                                      -45-
<PAGE>   56
            (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),

      (3)   make any Investment that is not a Permitted Investment or

      (4)   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 that is subordinate in right of payment
            to the Senior Notes

(each of the transactions described in Clauses (1) through (4) above 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; or

      (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 set forth in
            the first paragraph under "-- Limitation on Consolidated Debt"
            above; or

      (3)   upon giving effect to such Restricted Payment, the aggregate of all
            Restricted Payments (excluding Restricted Payments permitted by
            Clauses (1), (2), (3), (5) and (7) 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
                  the beginning of the first fiscal quarter commencing after the
                  date of the Indenture 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;

            (b)   100% of the aggregate net cash proceeds from the issuance and
                  sale to Allied 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
                  the date of the Indenture, 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 the date of the Indenture from an
                  Unrestricted Subsidiary of the Company; and

            (d)   $300 million.

      The foregoing covenant will not be violated by reason of

      (1)   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;

      (2)   any refinancing or refunding of Debt permitted if such refinancing
            or refunding is permitted pursuant to clause (vii) of the second
            paragraph under "-- Limitation on Consolidated Debt" above;

      (3)   the purchase, redemption or other acquisition or retirement for
            value of any Debt or 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 


                                      -46-
<PAGE>   57
            net cash proceeds of, the substantially concurrent issuance or sale
            (other than to a Restricted Subsidiary of the Company) 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;

      (4)   the repurchase, redemption, defeasance, retirement, refinancing or
            acquisition for value or payment of principal of any subordinated
            Debt or Capital Stock through the issuance of new subordinated Debt
            or Capital Stock of the Company.

      (5)   the Refinancing Transactions;

      (6)   the repurchase of any subordinated Debt at a purchase price not
            greater than 101% of the principal amount of such subordinated Debt
            in the event of a Change of Control pursuant to a provision similar
            to the "-- Repurchase at the Option of Holders -- Change of
            Control" covenant; provided that prior to such repurchase the
            Company has made the Change of Control Offer as provided in such
            covenant with respect to the Senior Notes and repurchased all Senior
            Notes validly tendered for repayment in connection with such Change
            of Control Offer;

      (7)   the purchase or redemption of any Debt from Net Available Proceeds
            to the extent permitted under "-- Repurchase at the Option of
            Holders -- Asset Dispositions"; and

      (8)   payments pursuant to the Intercompany Agreements.

      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 resignation 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.


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

      (1)   to pay, directly or indirectly, dividends or make any other
            distributions in respect to its Capital Stock or other ownership
            interests or pay any Debt or other obligation owed to the Company or
            any other Restricted Subsidiary;

      (2)   to make loans or advances to the Company or any other Restricted
            Subsidiary; or

      (3)   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 Senior Notes, the Indenture, the Senior
                  Guarantees or any other agreement in effect on the date of the
                  Indenture,

            (b)   pursuant to the Bank Agreement, including any Guarantees of or
                  Liens securing the Debt Incurred thereunder,

            (c)   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 and outstanding on such date and not
                  incurred in anticipation of becoming a Subsidiary,

            (d)   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,

            (e)   pursuant to customary non-assignment provisions in leases and
                  other agreements entered into in the ordinary course of
                  business,


                                      -47-
<PAGE>   58
            (f)   restrictions contained in any security agreement (including a
                  capital lease) securing Debt permitted to be Incurred under
                  the Indenture that impose restrictions of the nature described
                  in Clause (3) above on the property subject to the Lien of
                  such security agreement,

            (g)   pursuant to an agreement effecting a renewal, extension,
                  refinancing or refunding of Debt incurred pursuant to an
                  agreement referred to in Clause (a), (b) or (f) 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; or

            (h)   such encumbrance or restriction is the result of applicable
                  corporate law or regulation relating to the payment of
                  dividends or distributions.


LIMITATION ON LIENS

      Allied may not, and the Company may not, and may not permit any of its
Restricted Subsidiaries to, create, Incur, assume or otherwise cause or suffer
to exist or become effective any Lien (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired to secure Debt of
Allied, the Company or any of its Restricted Subsidiaries.


LIMITATION ON TRANSACTIONS WITH AFFILIATES AND RELATED PERSONS

      The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction"), unless

      (1)   such Affiliate Transaction is on terms that are no less favorable to
            the Company or such Restricted Subsidiary than those that would have
            been obtained in a comparable transaction by the Company or such
            Restricted Subsidiary with an unrelated Person and

      (2)   the Company delivers to the Trustee, with respect to any Affiliate
            Transaction or series of related Affiliate Transactions involving
            aggregate consideration in excess of $10,000,000, either

            (a)   a resolution of the Board of Directors set forth in an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with clause (1) above and that such
                  Affiliate Transaction has been approved by a majority of the
                  disinterested members of the Board of Directors or

            (b)   an opinion as to the fairness to the Company or such
                  Restricted Subsidiary, as the case may be, of such Affiliate
                  Transaction from a financial point of view issued by an
                  accounting, appraisal or investment banking firm of national
                  standing.

      Notwithstanding the foregoing, the following items shall not be deemed to
be Affiliate Transactions:

      (1)   customary directors' fees, indemnification or similar arrangements
            or any employment agreement or other compensation plan or
            arrangement entered into by the Company or any of its Restricted
            Subsidiaries in the ordinary course of business (including ordinary
            course loans to employees not to exceed (a) $5,000,000 outstanding
            in the aggregate at any time and (b) $2,000,000 to any one employee)
            and consistent with the past practice of the Company or such
            Restricted Subsidiary;

      (2)   loans by the Company and its Restricted Subsidiaries to employees of
            Allied or any of its Subsidiaries in connection with management
            incentive plans not to exceed $25,000,000 at any time outstanding;
            provided that such limitation shall not apply to loans the proceeds
            of which are used to purchase common stock of (a) the Company from
            the Company or (b) Allied from Allied if and to the extent that
            Allied utilizes the proceeds thereof to acquire Capital Stock (other
            than Redeemable Interests) of the Company;


                                      -48-
<PAGE>   59
      (3)   transactions between or among the Company and/or its Restricted
            Subsidiaries;

      (4)   payments of customary fees by the Company or any of its Restricted
            Subsidiaries to investment banking firms and financial advisors made
            for any financial advisory, financing, underwriting or placement
            services or in respect of other investment banking activities,
            including, without limitation, in connection with acquisitions or
            divestitures which are approved by a majority of the Board of
            Directors in good faith;

      (5)   any agreement as in effect on the date of the Indenture or any
            amendment thereto (so long as such amendment is not disadvantageous
            to the Holders of the Senior Notes in any material respect) or any
            transaction contemplated thereby;

      (6)   payments and transactions in connection with the Tender Offers, and
            the payment of the fees and expenses with respect thereto; and

      (7)   Restricted Payments that are permitted by the provisions of the
            Indenture described under the caption "-- Limitation on Restricted
            Payments."


PROVISION OF FINANCIAL INFORMATION

      Whether or not Allied is required to be subject to Section 13(a) or 15(d)
of the Exchange Act, or any successor provision thereto, the Company (or Allied
for so long as the Company is a Wholly-Owned Subsidiary of Allied) will file
with the SEC the annual reports, quarterly reports and other documents which the
Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of
Allied) would have been required to file with the SEC pursuant to such Section
13(a) or 15(d) or any successor provision thereto if the Company (or Allied for
so long as the Company is a Wholly-Owned Subsidiary of Allied) were so required,
such documents to be filed with the SEC 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

      (1)   within 15 days of each Required Filing Date file with the Trustee
            copies of the annual reports, quarterly reports and other documents
            which the Company (or Allied for so long as the Company is a
            Wholly-Owned Subsidiary of Allied) filed with the SEC pursuant to
            such Section 13(a) or 15(d) or any successor provisions thereto or
            would have been required to file with the SEC pursuant to such
            Section 13(a) or 15(d) or any successor provisions thereto if the
            Company (or Allied for so long as the Company is a Wholly-Owned
            Subsidiary of Allied) were required to comply with such Sections and

      (2)   if filing such documents by the Company (or Allied for so long as
            the Company is a Wholly-Owned Subsidiary of Allied) with the SEC is
            not permitted under the Exchange Act, promptly upon written request
            supply copies of such documents to any prospective Holder.


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.

      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:

      (1)   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


                                      -49-
<PAGE>   60
      (2)   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 of
the Company 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:

      (1)   such Subsidiary 

            (a)   has outstanding Debt that is Unpermitted Debt (as defined 
                  below) 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

      (2)   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 on 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

      (1)   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

      (2)   such Debt is secured by a Lien on any property or other assets of
            the Company and any of its other Restricted Subsidiaries.

      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.

MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS

      The Company

      (1)   may not consolidate with or merge into any Person;

      (2)   may not permit any Person other than a Restricted Subsidiary to
            consolidate with or merge into the Company; and

      (3)   may not, directly or indirectly, in one or a series of transactions,
            transfer, convey, sell, lease or otherwise dispose of all or
            substantially all of the properties and assets of the Company and
            its Subsidiaries on a consolidated basis; unless, in each case (1),
            (2) and (3) above:


                                      -50-
<PAGE>   61
            (a)   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 of 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;

            (b)   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;

            (c)   if such transaction (or series) occurs prior to the occurrence
                  of a Rating Event Date, either

                  (x)   the Company or the 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
                        set forth in the first paragraph under " -- Certain
                        Covenants -- Limitation on Consolidated Debt" above or

                  (y)   the Consolidated EBITDA Coverage Ratio of the Company or
                        the successor entity 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 date that is twelve months before the date of
                        such transaction (or series).

            (d)   if, as a result of any such transaction, property or assets of
                  the Company or any Restricted Subsidiary of the Company would
                  become subject to a Lien prohibited by the " -- Certain
                  Covenants -- Limitation on Liens" covenant, the Company or the
                  successor entity will have secured the Senior Notes as
                  required by such covenant; and

            (e)   the Company has delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel as specified in the
                  Indenture.

EVENTS OF DEFAULT

      The following will be Events of Default under the Indenture:

      (1)   failure to pay any interest on any Senior Note issued under the
            Indenture when due, continued for 30 days;

      (2)   failure to pay principal of, or premium, if any, on any Senior Note
            issued under the Indenture when due;

      (3)   failure to perform or comply with the provisions described under
            " -- Mergers, Consolidations and Certain Sales of Assets" or the
            provisions described under " -- Repurchase at the Option of Holders
            -- Asset Dispositions" and " --Change of Control";

      (4)   failure to perform any other covenant or warranty of the Company or
            any Guarantor in such Indenture or the Senior Notes issued
            thereunder, continued for 60 days after written notice from Holders
            of at least 10% in principal amount of the Outstanding Notes issued
            under the Indenture as provided in the Indenture;

      (5)   a default or defaults under any bonds, debentures, notes or other
            evidences of, or obligations constituting, Debt by the Company, any
            Guarantors or any Restricted Subsidiary or under any mortgages,
            indentures, instruments or agreements 


                                      -51-
<PAGE>   62
            under which there may be issued or existing or by which there may be
            secured or evidenced any Debt of the Company, the Guarantor or any
            Restricted Subsidiary with a principal or similar amount then
            outstanding, individually or in the aggregate, in excess of $50
            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;

      (6)   the rendering of a final judgment or judgments, not subject to
            appeal, against the Company, the Parent Guarantor or any of its
            Restricted Subsidiaries in an aggregate amount in excess of $50
            million which remains unstayed, undischarged or unbonded for a
            period of 60 days thereafter; and

      (7)   certain events of bankruptcy, insolvency or reorganization affecting
            the Company, Allied or any Restricted Subsidiary of the Company.

      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 of Senior Notes
issued under the Indenture, unless such Holders have offered to the Trustee
reasonable indemnity. 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 Notes of any issue
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee with respect to such issue of
Senior Notes or exercising any trust or power conferred on the Trustee with
respect to such issue of Senior Notes.

      If an Event of Default (other than an Event of Default of the type
described in clause (7) above) occurs and is continuing, either the Trustee or
the Holders of at least 25% in aggregate principal amount of the Outstanding
Notes of any issue may accelerate the maturity of all such Senior Notes, and if
an Event of Default of the type described in clause (7) above occurs, the
principal of and any accrued interest on the Senior Notes then outstanding will
become immediately due and 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 Notes of such issue
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than the non-payment of accelerated principal, have
been cured or waived as provided in the Indenture. For information as to waiver
of defaults, see " -- Modification and Waiver."

      No Holder of any Senior Note of any issue 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 Notes of such issue 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 Outstanding Notes of such issue 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 a Senior Note for enforcement of payment of the
principal of (and premium, if any) or interest on such Senior Note on or after
the respective due dates expressed in such Senior Note.

      In the case of any Event of Default occurring 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 Senior Notes issued
thereunder 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 such Senior 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.

DEFEASANCE

      The Indenture will provide that with respect to each issue of Senior Notes


                                      -52-
<PAGE>   63
      (A)   if applicable, the Company will be discharged from any and all
            obligations in respect of the Outstanding Notes of such issue 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 with respect to such
            issue of Senior 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, of the Outstanding Notes of such issue.

      With respect to clause (B) above, the obligations under the Indenture with
respect to any issue of Senior Notes 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

      (1)   with respect to clause (A) above, 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 Senior Notes of such issue 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,

      (2)   with respect to clause (B) above, the Company has delivered to the
            Trustee an Opinion of Counsel to the effect that the Holders of the
            Senior Notes of such issue 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;

      (3)   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 or be continuing;

      (4)   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

      (5)   certain other customary conditions precedent are satisfied.

      In the event the Company omits to comply with its remaining obligations
under the Indenture and the Senior Notes of any issue after a defeasance of the
Indenture with respect to such issue of Senior Notes as described under Clause
(B) above and such Senior 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 such Senior 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 with respect to any issue of
Senior Notes may be made by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of such issue of Outstanding
Notes with respect to any issue of Senior Notes; provided, however, that no such
modification or amendment may, without the consent of the Holder of each such
Outstanding Note affected thereby,

      (1)   change the Stated Maturity of the principal of, or any installment
            of interest on, any such Senior Note,

      (2)   reduce the principal amount of (or the premium, if any), or interest
            on, any such Senior Note,

      (3)   change the place or currency of payment of principal of, (or
            premium, if any) or interest on, any such Senior Note,

      (4)   impair the right to institute suit for the enforcement of any
            payment on or with respect to any such Senior Note,


                                      -53-
<PAGE>   64
      (5)   reduce the above stated percentage of Outstanding Notes of such
            issue necessary to modify or amend the Indenture,

      (6)   reduce the percentage of aggregate principal amount of Outstanding
            Notes of such issue necessary for waiver of compliance with certain
            provisions of the Indenture or for waiver of certain defaults
            thereunder, or

      (7)   modify any provisions of the Indenture relating to the modification
            and amendment of the Indenture or the waiver of past defaults or
            covenants with respect to such issue of Senior Notes, except as
            otherwise specified.

      The Holders of a majority in aggregate principal amount of the Outstanding
Notes of any issue may waive compliance by the Company with certain restrictive
provisions of the Indenture with respect to such issue of Senior Notes. The
Holders of a majority in aggregate principal amount of the Outstanding Notes of
any issue may waive any past default under the Indenture with respect to such
issue of Senior Notes, except a default in the payment of principal (or premium,
if any) or interest.

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.

      "Acquired Business" means

      (1)   any Person at least a majority of the capital stock or other
            ownership interests of which is acquired after the date hereof by
            the Company or a Subsidiary of the Company and

      (2)   any assets constituting a discrete business or operating unit
            acquired on or after the date hereof by the Company or a Subsidiary
            of the Company.

      "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 Insurance" means Reliant Insurance Company and Indemnity
Corporation, a Vermont corporation and a Subsidiary of the Company.

      "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 or any Restricted Subsidiary with, into or to another
Person in a transaction in which such Subsidiary ceases to be a Restricted
Subsidiary of such Person), of

      (1)   shares of Capital Stock (other than directors' qualifying shares) or
            other ownership interests of a Restricted Subsidiary or

      (2)   the property or assets of such Person or any Restricted Subsidiary
            representing a division or line or business or

      (3)   other assets or rights of such Person or any Restricted Subsidiary
            outside of the ordinary course of business, to merge but excluding
            in each case in Clauses (1), (2) and (3),

            (a)   a disposition by a Subsidiary of such Person to such Person or
                  a Restricted Subsidiary or by such Person to a Restricted
                  Subsidiary,

            (b)   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" of the Company and

            (c)   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."


                                      -54-
<PAGE>   65
      "Bank Agreement" means the Credit Agreement of the Company dated June 18,
1998, as amended, among the Company, Allied, certain lenders party thereto,
Citibank, N.A., as Issuing Bank, and Citicorp USA, Inc., as Administrative
Agent, Credit Suisse First Boston and Goldman Sachs Credit Partners, L.P., as
Co-Syndication Agents, or any bank credit agreement that replaces, amends,
supplements, restates or renews such Credit Agreement.

      "Capital Lease Obligation" of any Person means the obligation to pay rent
to 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 would 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 to the payment of dividends or as of the distribution of assets
upon any voluntary liquidation dissolution or winding up of such Person, to
shares of Capital Stock or any other class of such Person.

      "Comparable Treasury Issue" means, with respect to an issue of Senior
Notes, on any date the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of such Senior Notes on such date that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of a maturity comparable to the remaining
term of such Notes on such date "Independent Investment Banker" means Donaldson,
Lufkin & Jenrette Securities Corporation or if such firm is unwilling or unable
to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee.

      "Comparable Treasury Price" means, with respect to any Redemption Date for
any issue of Senior Notes,

      (1)   the average of the bid and asked prices for the Comparable Treasury
            Issue (expressed in each case as a percentage of its principal
            amount) on the third business day preceding such Redemption Date, as
            set forth in the daily statistical release (or any successor
            release) published by the Federal Reserve Bank of New York and
            designated "Composite 3:30 p.m. Quotations for U.S. Government
            Securities" or

      (2)   if such release (or any successor release) is not published or does
            not contain such prices on such business day

            (a)   the average of the Reference Treasury Dealer Quotations for
                  such Redemption Date after excluding the highest and lowest
                  such Reference Treasury Dealer Quotations, or

            (b)   if the Trustee obtains fewer than four such Reference Treasury
                  Dealer Quotations, the average of all such Quotations.
                  "Reference Treasury Dealer Quotations" means, with respect to
                  each Reference Treasury Dealer and any Redemption Date, the
                  average, as determined by the Trustee, of the bid and asked
                  prices for the Comparable Treasury Issue (expressed in each
                  case as a percentage of its principal amount) quoted in
                  writing to the Trustee by such Reference Treasury Dealer at
                  5:00 p.m. on the third Business Day preceding such Redemption
                  Date.

      "Consolidated EBITDA" of any Person means for any period the Consolidated
Net Income for such period increased by the sum of (without duplication)

      (1)   Consolidated Interest Expense of such Person for such period, plus

      (2)   Consolidated Income Tax Expense of such Person for such period, plus

      (3)   the consolidated depreciation and amortization expense deducted in
            determining the Consolidated Net Income of such Person for such
            period plus

      (4)   the aggregate amount of letter of credit fees accrued during such
            period; plus


                                      -55-
<PAGE>   66
      (5)   all non-cash or non-recurring charges during such period, including
            charges for costs related to acquisitions (it being understood that

            (a)   non-cash non-recurring charges shall not include accruals for
                  closure and post-closure liabilities and

            (b)   charges shall be deemed non-cash charges until the period
                  during which cash disbursements attributable to such charges
                  are made, at which point such charges shall be deemed cash
                  charges; provided that, for purposes of this clause (b), the
                  Company shall be required to monitor the actual cash
                  disbursements only for those non-cash charges that exceed
                  $1,000,000 individually or that exceed $10,000,000 in the
                  aggregate in any fiscal year); plus

      (6)   all cash charges attributable to the execution, delivery and
            performance of the Indenture or the Bank Agreement; plus

      (7)   all non-recurring cash charges related to acquisitions and
            financings (including amendments thereto); and minus all non-cash
            non-recurring gains during such period (to the extent included in
            determining net operating income form 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

            (a)   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

            (b)   only to the extent that the amount specified in clause (a) is
                  not subject to restrictions that prevent the payment of
                  dividends or the making of distributions of such Person.

      "Consolidated EBITDA Coverage Ratio" of any Person means for any period
the ratio of

      (1)   Consolidated EBITDA of such Person for such period to

      (2)   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 (2)(a), minus

            (c)   Consolidated Interest Expense of such Person which 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 (2)(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 any other acquisitions of any other Persons 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. In determining the pro forma adjustments
to Consolidated EBITDA to be made with respect to any Acquired Business for
periods prior to the acquisition date thereof, actions taken by the Company and
its Restricted Subsidiaries prior to the first anniversary of the related
acquisition date that result in cost savings with respect to such Acquired
Business will be deemed to have been taken on the first day of the period for
which Consolidated EBITDA is being determined (with the intent that such cost
savings be effectively annualized by extrapolation from the demonstrated cost
savings since the related acquisition date).

      "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.


                                      -56-
<PAGE>   67
      "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),

      (1)   the portion of any rental obligation in respect of any Capital Lease
            Obligation allocable to interest expense in accordance with
            generally accepted accounting principles;

      (2)   the amortization of Debt discounts;

      (3)   any payments or fees with respect to letters of credit, bankers'
            acceptances or similar facilities;

      (4)   the net amount due and payable (or minus the net amount receivable),
            with respect to any interest rate swap or similar agreement or
            foreign currency hedge, exchange or similar agreement; (5) any
            Preferred Stock dividends declared and paid or payable in cash; and

      (6)   any interest capitalized in accordance with generally accepted
            accounting principles.

      "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

      (1)   for purposes solely of calculating Consolidated Net Income for
            purposes of clause (3)(a) of the first paragraph under the caption "
            -- Certain Covenants -- Limitation on Restricted Payments" 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, to the extent such
            net income was distributed to shareholders of such Person or used to
            purchase equity securities of such Person prior to the date of such
            transaction,

      (2)   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,

      (3)   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,

      (4)   gains or losses on asset dispositions by such Person or its
            Consolidated Subsidiaries,

      (5)   any net income (loss) of a Consolidated Subsidiary that is
            attributable to a minority interest in such Consolidated Subsidiary,

      (6)   all extraordinary gains and extraordinary losses that involve a
            present or future cash payment,

      (7)   all non-cash non-recurring charges during such period, including
            charges for acquisition related costs (it being understood that

            (a)   non-cash recurring charges shall not include accruals for
                  closure and post closure liabilities and

            (b)   charges, other than charges for the accruals referred to in
                  (a) 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

      (8)   the tax effect of any of the items described in clauses (1) through
            (7) above.

      "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 


                                      -57-
<PAGE>   68
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.

      "Continuing Directors" means, as of any date of determination with respect
to any person, any member of the Board of Directors of such person who:

      (1)   was a member of such Board of Directors on the Issue Date; or

      (2)   was nominated for election or elected to such Board of Directors
            with the approval of a majority of the Continuing Directors who were
            members of such Board at the time of such nomination or election.

      "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person,

      (1)   every obligation of such Person for money borrowed,

      (2)   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,

      (3)   every reimbursement obligation of such Person with respect to
            letters of credits, bankers' acceptances of similar facilities
            issued for the account of such Person,

      (4)   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),

      (5)   every Capital Lease Obligation of such Person,

      (6)   the maximum fixed redemption or repurchase price of Redeemable
            Interests of such Person at the time of determination,

      (7)   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

      (8)   every obligation of the type referred to in clauses (1) through (7)
            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 of
            severally, as obligor, Guarantor or otherwise.

      "Designated Noncash Consideration" means the fair market value of non-cash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Disposition that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, executed by the principal executive officer and the principal
financial officer of the Company, less the amount of cash or Cash Equivalents
received in connection with a sale of such Designated Noncash Consideration.

      "Excepted Disposition" means a transfer, conveyance, sale, lease or other
disposition by the Company or any Restricted Subsidiary of any asset of the
Company or any Restricted Subsidiary the fair market value of which itself does
not exceed 2.5% of Consolidated Total Assets of the Company and which in the
aggregate with all other assets disposed of in Excepted Dispositions in any
fiscal year does not exceed 5% of Consolidated Total Assets of the Company.

      "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

      (1)   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,


                                      -58-
<PAGE>   69
      (2)   to purchase property, securities or services for the purpose of
            assuring the holder of such Debt of the payment of such Debt or

      (3)   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 for such Person for collection or
            deposit, in either case, in the ordinary course of business.

      "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", "incurable" 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 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.

      "Intercompany Agreements" means the Management Agreements between Allied
and the Company 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

      (1)   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),

      (2)   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,

      (3)   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

      (4)   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
equivalent 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

      (1)   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,

      (2)   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 Debt or 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,


                                      -59-
<PAGE>   70
      (3)   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

      (4)   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

      (1)   either

            (a)   is not subordinated in right of payment to any other Debt of
                  such Person or

            (b)   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

      (2)   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

      (1)   Investments in the Company or any Person that is, or as a
            consequence of such investment becomes, a Restricted Subsidiary,

      (2)   securities either issued directly or fully guaranteed or insured by
            the government of the United States of America or any agency or
            instrumentality thereof having maturities of not more than one year,

      (3)   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,

      (4)   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,

      (5)   insured deposits issued by commercial banks of the type described in
            Clause (4) above,

      (6)   mutual funds whose investment guidelines restrict such funds'
            investment primarily to those satisfying the provisions of clauses
            (1) through (3) above,

      (7)   repurchase obligations with a term of not more than 90 days for
            underlying securities of the types described in clauses (1) and (2)
            above entered into with any bank meeting the qualifications
            specified in clause (3) above,

      (8)   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 Services, Inc., and in each case maturing within 360 days,

      (9)   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 and extensions of trade credit in the ordinary course of
            business,


                                      -60-
<PAGE>   71
      (10)  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,

      (11)  any Investment consisting of loans and advances by the Company or
            any Restricted Subsidiary to employees, officers and directors of
            the Company or Allied, in connection with management incentive plans
            not to exceed $25,000,000 at any time outstanding; provided,
            however, that to the extent the proceeds thereof are used to
            purchase Capital Stock (other than Redeemable Interests) of

            (a)   the Company from the Company or

            (b)   Allied from Allied if Allied uses the proceeds thereof to
                  acquire 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,

      (12)  any Investment consisting of a Permitted Interest Rate or Currency
            Protection Agreement,

      (13)  any Investment acquired by the Company or any of its Restricted
            Subsidiaries

            (a)   in exchange for any other Investment or accounts receivables
                  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 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,

      (14)  any Investment that constitutes part of the consideration from any
            Asset Disposition made pursuant to, and in compliance with, the
            covenant described above under " -- Repurchase at the Option of
            Holders -- Asset Dispositions,"

      (15)  Investments the payment for which consists exclusively of Capital
            Stock (exclusive of Redeemable Interests) of the Company; and

      (16)  other Investments in an aggregate amount of not to exceed 15% of the
            Consolidated Total Assets of the Company outstanding at any time.

      "Permitted Liens" means

      (1)   Liens securing indebtedness under the Bank Agreement that was
            permitted by the terms of the Indenture to be incurred or other Debt
            allowed to be incurred under clause (1) of the covenant described
            above under the caption " -- Certain Covenants -- Limitation on
            Consolidated Debt";

      (2)   Liens incurred after the date of the indentures securing Debt of the
            Company that ranks pari passu in right of payment to the Senior
            Notes, if the Senior Notes are secured equally and ratably with such
            Debt;

      (3)   Liens in favor of the Company or any Restricted Subsidiary;

      (4)   Liens on property of, or shares of Stock or evidences of Debt of, a
            Person existing at the time such Person is merged into or
            consolidated with the Company or any Restricted Subsidiary of the
            Company, provided that such Liens were not incurred in contemplation
            of such merger or consolidation and do not extend to any assets
            other than those of the Person merged into or consolidated with the
            Company or any Restricted Subsidiary;

      (5)   Liens on property existing at the time of acquisition thereof by the
            Company or any Restricted Subsidiary of the Company, provided that
            such Liens were not incurred in contemplation of such acquisition;

      (6)   Liens existing on the date of the Indenture;


                                      -61-
<PAGE>   72
      (7)   Liens for taxes, assessments or governmental charges or claims that
            are not yet delinquent or that are being contested in good faith by
            appropriate proceedings promptly instituted and diligently
            concluded, provided that any reserve or other appropriate provision
            as shall be required in conformity with GAAP shall have been made
            therefor;

      (8)   Liens securing Permitted Refinancing Debt where the Liens securing
            the Permitted Refinancing Debt were permitted under the Indenture;

      (9)   landlords', carriers', warehousemen's, mechanics', materialmen's,
            repairmen's or the like Liens arising by contract or statute in the
            ordinary course of business and with respect to amounts which are
            not yet delinquent or are being contested in good faith by
            appropriate proceedings;

      (10)  pledges or deposits made in the ordinary course of business

            (a)   in connection with leases, performance bonds and similar
                  obligations, or

            (b)   in connection with workers' compensation, unemployment
                  insurance and other social security legislation;

      (11)  easements, rights-of-way, restrictions, minor defects or
            irregularities in title and other similar encumbrances which, in the
            aggregate, do not materially detract from the value of the property
            subject thereto or materially interfere with the ordinary conduct of
            the business of the Company or such Restricted Subsidiary;

      (12)  any attachment or judgment Lien that does not constitute an Event of
            Default;

      (13)  Liens in favor of the Trustee for its own benefit and for the
            benefit of the Holders;

      (14)  any interest or title of a lessor pursuant to a lease constituting a
            Capital Lease Obligation;

      (15)  pledges or deposits made in connection with acquisition agreements
            or letters of intent entered into in respect of a proposed
            acquisition;

      (16)  Liens in favor of prior holders of leases on property acquired by
            the Company or of sublessors under leases on the Company property;

      (17)  Liens incurred or deposits made to secure the performance of
            tenders, bids, leases, statutory or regulatory obligations, banker's
            acceptances, surety and appeal bonds, government contracts,
            performance and return-of-money bonds and other obligations of a
            similar nature incurred in the ordinary course of business
            (exclusive of obligations for the payment of borrowed money);

      (18)  Liens (including extensions and renewals thereof) upon real or
            personal property acquired after the date of the Indenture; provided
            that

            (a)   any such Lien is created solely for the purpose of securing
                  Debt incurred, in accordance with the "Limitation on
                  Consolidated Debt" covenant, (x) to finance the cost
                  (including the cost of improvement or construction) of the
                  item, property or assets subject thereto and such Lien is
                  created prior to, at the time of or within three months after
                  the later of the acquisition, the completion of construction
                  or the commencement of full operation of such property or (y)
                  to refinance any Debt previously so secured,

            (b)   the principal amount of the Debt secured by such Lien does not
                  exceed 100% of such cost and

            (c)   any such Lien shall not extend to or cover any property or
                  asset other than such item of property or assets and any
                  improvements on such item;

      (19)  leases or subleases granted to others that do not materially
            interfere with the ordinary course of business of the Company and
            its Restricted Subsidiaries, taken as a whole;

      (20)  Liens arising from filing Uniform Commercial Code financing
            statements regarding leases;


                                      -62-
<PAGE>   73
      (21)  Liens on property of, or on shares of stock or Debt of, any Person
            existing at the time such Person becomes, or becomes a part of, any
            Restricted Subsidiary, provided that such Liens do not extend to or
            cover any property or assets of the Company or any Restricted
            Subsidiary other than the property or assets acquired;

      (22)  Liens encumbering deposits securing Debt under Permitted Interest
            Rate Currency or Commodity Price Agreements;

      (23)  Liens arising out of conditional sale, title retention, consignment
            or similar arrangements for the sale of goods entered into by the
            Company or any of its Restricted Subsidiaries in the ordinary course
            of business in accordance with the past practices of the Company and
            its Restricted Subsidiaries;

      (24)  any renewal of or substitution of any Liens permitted by any of the
            preceding clauses, provided that the Debt secured is not increased
            (other than by the amount of any premium and accrued interest, plus
            customary fees, consent payments, expenses and costs related to such
            renewal or substitution of Liens or the incurrence of any related
            refinancing of Debt) and the Liens are not extended to any
            additional assets (other than proceeds and accessions);

      (25)  Liens incurred in the ordinary course of business of the Company or
            any Restricted Subsidiary of the Company with respect to obligations
            that do not exceed $50 million at any one time outstanding and that

            (a)   are not incurred in connection with the borrowing of money or
                  the obtaining of advances or credit (other than trade credit
                  in the ordinary course of business) and

            (b)   do not in the aggregate materially detract from the value of
                  the property or materially impair the use thereof in the
                  operation of business by the Company or such Restricted
                  Subsidiary; and

      (26)  Liens on assets of Unrestricted Subsidiaries that secure
            Non-Recourse Debt of Unrestricted Subsidiaries. This covenant does
            not authorize the incurrence of any Debt not otherwise permitted by
            the "Certain Covenants -- Limitation on Consolidated Debt" covenant.

      "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of such Person of any class or classes (however designed) that
ranks prior, as to the payment of dividends or as to the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or wining up of such
Person, to shares of Capital Stock of any other class of such Person.

      "Public Offering" means any underwritten public offering of Common Stock
pursuant to a registration statement filed under the Securities Act.

      "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 Senior Notes.

      "Reference Treasury Dealer", means Donaldson, Lufkin & Jenrette Securities
Corporation and its successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

      "Related Business" means a business substantially similar to the business
engaged in by the Company and its Subsidiaries on the date of the Indenture.

      "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 of such Person.

      "Restricted Subsidiary" means


                                      -63-
<PAGE>   74
      (1)   at any date, a Subsidiary of the Company that is not an Unrestricted
            Subsidiary as of such date and

      (2)   for any period, a Subsidiary of the Company that for any portion of
            such period is not an Unrestricted Subsidiary, provided that such
            terms shall mean such Subsidiary only for such portion of such
            period.

      "Subsidiary" of any Person means

      (1)   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,

      (2)   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

      (3)   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 affair thereof.

      "Treasury Yield" means with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

      "U.S. Government Obligations" means securities that are

      (1)   direct obligations of the United States of America for the payment
            of which its full faith and credit is pledged or

      (2)   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 depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) 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 depositary 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 depositary 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 depositary receipt.

      "Unrestricted Subsidiary" means

      (1)   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 "Covenants -- Unrestricted Subsidiaries"
            and

      (2)   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.

FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES

      Exchange Notes will be issued only in 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 


                                      -64-
<PAGE>   75
"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. We are not required to transfer or exchange any
Exchange Notes selected for redemption. Also, we are 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.

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

      -     DTC (a) notifies us that it is unwilling or unable to continue as
            Depositary for the Global Exchange Note or (b) has ceased to be a
            clearing agency registered under the Exchange Act, and in either
            case we thereupon fails to appoint a successor Depositary,

      -     we may, at our option, notify the Trustee in writing that it elects
            to cause the issuance of the Exchange Notes in certificated form or

      -     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. We take 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 us as that it 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. DTC's participants include securities brokers and
            dealers, banks, trust companies and clearing corporations and may
            include certain other organizations. Access to DTC's system is also
            available to other entities such as banks, brokers, dealers and
            trust companies (collectively, the "indirect participants") that
            clear through or maintain a custodial relationship with a
            participant, either directly or indirectly. Holders who are not
            participants may beneficially own securities held by or on behalf of
            the Depository only through participants or indirect participants.

      We expect, pursuant to procedures established by DTC, that


                                      -65-
<PAGE>   76
      -     upon deposit of the Global Exchange Notes, DTC will credit the
            accounts of Participants designated by the Initial Purchasers with
            an interest in the Global Exchange Note and

      -     ownership of the Senior Notes will be shown on, and the transfer of
            ownership thereof will be effected only through, records maintained
            by DTC (with respect to the interest of participants), the
            participants and the indirect participants. 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 and
            that security interest in negotiable instruments can only be
            perfected by delivery of certificates representing the instruments.
            Consequently, the ability to transfer Senior Notes or to pledge the
            Senior Notes as collateral will be limited to such extent.

      So long as DTC or its nominee is the registered owner of a Global Note,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Senior Notes represented by the Global Exchange Note for all
purposes under the Indentures. Except as 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 Notes
represented by such Global Exchange Note registered in their names, will not
receive or be entitled to receive physical delivery of certificated securities
(the "Certificated Securities"), and will not be considered the owners or
holders thereof under the Indentures or Exchange Notes for any purpose,
including with respect to giving of any directions, instruction or approval to
the Trustee thereunder. As a result, the ability of a person having a beneficial
interest in Senior Notes represented by a Global Exchange Note to pledge or
transfer such interest to persons or entities that do not participate in DTC's
system or to otherwise take action with respect to such interest, may be
affected by the lack of a physical certificate evidencing such interest.

      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. We, the Trustee and any of its respective agents will not 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.

      We expect 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. We also expect 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. We or the Trustee will not be liable for any delay by DTC
or any of its participants in identifying the beneficial owners of the Exchange
Notes, and we 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 us 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.


                                      -66-
<PAGE>   77
     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. We, the
Trustee and its respective agents will have no 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.


                                      -67-
<PAGE>   78
                 CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES

     The following is a summary of certain U.S. federal income tax consequences
and, in the case of Non-U.S. Holders, as described below, certain U.S. federal
estate tax consequences, of the acquisition, ownership and disposition of New
Senior Notes by investors that acquire New Senior Notes in the Exchange Offer.
We do not discuss all of the aspects of U.S. federal income and estate taxation
which may be relevant to certain investors in light of their particular
investment or other circumstances. In addition, we do not discuss any U.S. state
or local income or foreign income or other tax consequences. This summary is
based upon the provisions of the Internal Revenue Code, Treasury Regulations and
administrative and judicial interpretations thereof, all as in effect as of the
date of this Prospectus and all of which are subject to change or differing
interpretation, possibly with retroactive effect. The discussion below deals
only with New Senior Notes held as capital assets which is generally, property
held for investment, and does not address holders of New Senior Notes that may
be subject to special rules, including, without limitation, certain U.S.
expatriates, financial institutions, insurance companies, tax-exempt entities,
dealers in securities or currencies, traders in securities that elect
mark-to-market accounting treatment, and persons who hold New Senior Notes as
part of a straddle, hedge, conversion or other integrated transaction. You
should consult your own tax advisor regarding the particular U.S. federal, state
and local and foreign income and other tax consequences of acquiring, owning and
disposing of the New Senior Notes that may be applicable to you.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

     The exchange of Old Senior Notes for New Senior Notes in the Exchange Offer
will not be a taxable exchange for federal income tax purposes and, accordingly,
for such purposes a holder will not recognize any taxable gain or loss as a
result of such exchange and will have the same tax basis and holding period in
the New Senior Notes as it had in the Old Senior Notes immediately before the
exchange.

     CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS

     For purposes of the following discussion, a "U.S. Holder" means a
beneficial owner of a New Senior Note that is, for U.S. federal income tax
purposes,

     (1) a citizen or individual resident of the United States,

     (2) a corporation or partnership created or organized in or under the laws
         of the United States or of any political subdivision thereof,

     (3) an estate the income of which is subject to U.S. federal income
         taxation regardless of its source or

     (4) a trust if, in general, the trust is subject to the supervision of a
         court within the United States and the control of one or more United
         States persons as described in section 7701(a)(30) of the Internal
         Revenue Code.

     TAXATION OF STATED INTEREST. In general, stated interest paid on a New
Senior Note will be taxable to a U.S. Holder as ordinary income at the time it
is received or accrued in accordance with the U.S. Holder's regular method of
accounting for federal income tax purposes.

     MARKET DISCOUNT AND BOND PREMIUM. If a U.S. Holder purchases a New Senior
Note, or purchased the Old Senior Note for which the New Senior Note was
exchanged, as the case may be, at a price that is less than its principal
amount, the excess of the principal amount over the U.S. Holder's purchase price
will be treated as "market discount." However, such market discount will be
considered to be zero if it is less than 1/4 of 1% of the principal amount
multiplied by the number of complete years to maturity from the date the U.S.
Holder purchased such New Senior Note or Old Senior Note. Under the market
discount rules of the Code, a U.S. Holder generally will be required to treat
any principal payment on, or any gain realized on the sale, exchange, retirement
or other disposition of, a New Senior Note as ordinary income, which is
generally treated as interest income, to the extent of the market discount which
accrued but was not previously included in income. In addition, the U.S. Holder
may be required to defer, until the maturity of the New Senior Note or its
earlier disposition in a taxable transaction, the deduction of all or a portion
of the interest expense on any indebtedness incurred or continued to purchase or
carry such New Senior Note or the Old Senior Note for which the New Senior Note
was exchanged, as the case may be.


                                      -68-
<PAGE>   79
     In general, market discount will be considered to accrue ratably during the
period from the date of acquisition of the New Senior Note or Old Senior Note
for which the New Senior Note was exchanged, as the case may be, to the maturity
date of the New Senior Note, unless the U.S. Holder makes an irrevocable
election, on an instrument-by-instrument basis, to accrue market discount under
a constant yield method. A U.S. Holder may elect to include market discount in
income currently as it accrues, under either a ratable or constant yield method,
in which case the rules described above regarding the treatment as ordinary
income of gain upon the disposition of the New Senior Note and upon the receipt
of certain payments and the deferral of interest deductions will not apply. The
election to include market discount in income currently, once made, applies to
all market discount obligations acquired on or after the first day of the first
taxable year to which the election applies, and may not be revoked without the
consent of the Internal Revenue Service.

     If a U.S. Holder purchases a New Senior Note or purchased the Old Senior
Note for which the New Senior Note was exchanged, as the case may be, for an
amount in excess of the amount payable at maturity of the New Senior Note, such
holder will be considered to have purchased the New Senior Note or Old Senior
Note with "bond premium" equal to the excess of the U.S. Holder's purchase price
over the amount payable at maturity or on an earlier call date if it results in
a smaller amortizable bond premium. A U.S. Holder may elect to amortize such
premium using a constant yield method over the remaining term of the New Senior
Note or until an earlier call date if it resulted in a smaller amortizable bond
premium. The amortized amount of such premium for a taxable year generally will
be treated first as a reduction of interest on such New Senior Note included in
such taxable year to the extent thereof, then as a deduction allowed in that
taxable year to the extent of the U.S. Holder's prior interest inclusions on
such New Senior Note, and finally as a carryforward allowable against the U.S.
Holder's future interest inclusions on such New Senior Note. Such election, once
made, is irrevocable without the consent of the Internal Revenue Service and
applies to all taxable bonds held during the taxable year for which the election
is made or subsequently acquired.

     DISPOSITIONS. Upon the sale, exchange or retirement of a New Senior Note, a
U.S. Holder generally will recognize taxable gain or loss in an amount equal to
the difference, if any, between the amount realized on such sale, exchange or
retirement and such holder's adjusted tax basis in the New Senior Note. A U.S.
Holder's adjusted tax basis in a New Senior Note will generally equal the cost
of such New Senior Note or, in the case of a New Senior Note acquired in
exchange for an Old Senior Note in the Exchange Offer, the tax basis of such Old
Senior Note, as discussed above under "Certain Federal Income Tax Consequences
of the Exchange Offer", increased by the amount of any market discount
previously included in the U.S. Holder's gross income, and reduced by the amount
of any amortizable bond premium applied to reduce, or allowed as a deduction
against, interest with respect to such New Senior Note. Gain or loss recognized
by a U.S. Holder on the sale, exchange or retirement of a New Senior Note
generally will be capital gain or loss, except with respect to amounts received
upon a disposition attributable to accrued but unpaid interest or accrued market
discount not previously included in income, which in either case will be taxable
as ordinary income. Such capital gain or loss will be long-term capital gain or
loss if the New Senior Note has been held for more than one year at the time of
the disposition, taking into account for this purpose, in the case of a New
Senior Note received in exchange for an Old Senior Note in the Exchange Offer,
the period of time that the Old Senior Note was held.

     BACKUP WITHHOLDING. In general, "backup withholding" at a rate of 31% may
apply to payments of principal and interest made on a New Senior Note, and to
the proceeds of a sale or exchange of a New Senior Note before maturity, that
are made to a non-corporate U.S. Holder if such holder fails to provide a
correct taxpayer identification number or otherwise comply with applicable
requirements of the backup withholding rules. The backup withholding tax is not
an additional tax and may be credited against a U.S. Holder's U.S. federal
income tax liability, provided that correct information is provided to the
Internal Revenue Service.

     CERTAIN U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

     For purposes of the following discussion, a "Non-U.S. Holder" is a
beneficial owner of a New Senior Note that is not, for U.S. federal income tax
purposes, a U.S. Holder. An individual may, subject to certain exceptions, be
deemed to be a resident alien, as opposed to a non-resident alien, by virtue of
being present in the United States on at least 31 days in the calendar year and
for an aggregate of at least 183 days during a three-year period ending in the
current calendar year, counting for such purposes all of the days present in the
current year, one-third of the days present in the immediately preceding year,
and one-sixth of the days present in the second preceding year. Resident aliens
are subject to U.S. federal tax as if they were U.S. citizens.


                                      -69-
<PAGE>   80
Under present U.S. federal income and estate tax law and subject to the
discussion of backup withholding below:

     -  payments of principal, premium, if any, and interest on a New Senior
        Note by us or any of our agents to any Non-U.S. Holder will not be
        subject to withholding of U.S. federal income tax, provided that in the
        case of interest

           (1) the Non-U.S. Holder does not directly or indirectly, actually or
               constructively, own 10 percent or more of the total combined
               voting power of all classes of our stock entitled to vote,

           (2) the Non-U.S. Holder is not

                 (x) a controlled foreign corporation that is related to us
                     through sufficient stock ownership, or

                 (y) a bank receiving interest described in Section 881(c)(3)(A)
                     of the Internal Revenue Code, and

           (3) either

                 (A) the beneficial owner of the New Senior Note certifies to us
                     or our agent, under penalties of perjury, that it is not a
                     "United States person", as defined in the Internal Revenue
                     Code 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 New Senior Note on behalf of
                     the beneficial owner certifies to us or our agent under
                     penalties of perjury that such statement has been received
                     from the beneficial owner by it or by the financial
                     institution between it and the beneficial owner and
                     furnishes the payor with a copy thereof;

     -  a Non-U.S. Holder will not be subject to U.S. federal income tax on any
        gain or income realized on the sale, exchange, redemption, retirement at
        maturity or other disposition of a New Senior Note; provided that, in
        the case of proceeds representing accrued interest, the conditions
        described in the preceding bullet paragraph above are met, unless

           (1) such Non-U.S. 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

           (2) such gain is effectively connected with the conduct of a U.S.
               trade or business by such Non-U.S. Holder, or if an income tax
               treaty applies, is generally attributable to a U.S. "permanent
               establishment" maintained by such Non-U.S. Holder; and

     -  a New Senior Note held by an individual who at the time of death is not
        a citizen or resident of the United States will not be subject to U.S.
        federal estate tax as a result of such individual's death if, at the
        time of such death,

           (1) the individual did not directly or indirectly, actually or
               constructively, own 10 percent or more of the total combined
               voting power of all classes of our stock entitled to vote, and

           (2) the income on the New Senior Note would not have been effectively
               connected with the conduct of a trade or business by the
               individual in the United States.

     If a Non-U.S. Holder is engaged in a trade or business in the United States
and interest on the New Senior Note is effectively connected with the conduct of
such trade or business or, if an income tax treaty applies, and the Non-U.S.
Holder maintains a U.S. "permanent establishment" to which the interest is
generally attributable, the Non-U.S. Holder, although exempt from the
withholding tax discussed in first bullet paragraph above, provided that such
holder furnishes a properly executed United States Internal Revenue Service Form
4224 or successor form on or before any payment date to claim such exemption,
may be subject to U.S. federal income tax on such interest, as well as on gain
or income discussed in the second bullet paragraph above, on a net basis in the
same manner as if it were a U.S. Holder.


                                      -70-
<PAGE>   81
     In addition, a foreign corporation that is a holder of a New Senior 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 income tax treaty. For
this purpose, interest on a New Senior Note or gain recognized on the
disposition of a New Senior Note will be included in earnings and profits if
such interest or gain is effectively connected with the conduct by the foreign
corporation of a trade or business in the United States.

     Recently finalized Treasury Regulations generally effective for payments
made after December 31, 1999 will provide alternative methods for satisfying the
certification requirement described in clause (3) of the first bullet paragraph
above and may also require a Non-U.S. Holder claiming the benefit of an income
tax treaty, to also provide its U.S. taxpayer identification number. These
regulations generally also will require, in the case of a New Senior Note held
by a foreign partnership, that

     (1) the certification described in clause (3) of the first bullet paragraph
         above be provided by the partners and

     (2) the partnership provide certain information, including a U.S. taxpayer
         identification number.

     A look-through rule will apply in the case of tiered partnerships.

     Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by us or any agent of ours, in its
capacity as such, to a Non-U.S. Holder of a New Senior Note if such holder has
provided the required certification that it is not a United States person as set
forth in the first bullet paragraph above, provided that neither us nor our
agent has actual knowledge that the holder is a United States person. We or our
agent may, however, report payments of interest on the New Senior Notes.
Payments of the proceeds from a disposition by a Non-U.S. Holder of a New Senior
Note made to or through a foreign office of a broker will not be subject to
information reporting or backup withholding, except that information reporting
may apply to such payments if the broker is

     (1) a United States person,

     (2) a controlled foreign corporation for U.S. federal income tax purposes,

     (3) a foreign person 50% or more of whose gross income is effectively
connected with a U.S. trade or business for a specified three-year period, or

     (4) with respect to payments made after December 31, 1999, a foreign
partnership, if at any time during its tax year, one or more of its partners are
U.S. persons, as defined in Treasury regulations, who in the aggregate hold more
than 50% of the income or capital interest in the partnership or if, at any time
during its tax year, such foreign partnership is engaged in a U.S. trade or
business.

     Payments of the proceeds from a disposition by a Non-U.S. Holder of a New
Senior Note made to or through the U.S. office of a broker is subject to
information reporting and backup withholding unless the holder or beneficial
owner certifies as to its taxpayer identification number or otherwise
establishes an exemption from information reporting and backup withholding.

     Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder would be allowed as a refund or a credit against such holder's
U.S. federal income tax liability, provided the required information is
furnished to the IRS.


                                      -71-
<PAGE>   82
                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives New Senior 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 New Senior Notes. 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 New Senior Notes received in
exchange for Old Senior Notes where such Old Senior Notes were acquired as a
result of market-making activities or other trading activities. We have agreed
that we will, for a period of 90 days after the consummation of the Exchange
Offer, make this Prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.

     We will not receive any proceeds from any sale of New Senior Notes by
broker-dealers. New Senior 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 New Senior 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 purchasers 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 New Senior Notes. Any
broker-dealer that resells New Senior 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 New Senior Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Senior Notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states 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 consummation of the Exchange Offer, we
will promptly send additional copies of the Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such document
in the Letter of Transmittal. We have agreed to pay all expenses incident to the
Exchange Offer other than commissions or concessions of any brokers or dealers
and will indemnify the holders of the New Senior Notes, including any
broker-dealers, against certain liabilities, including liabilities under the
Securities Act.

     Following consummation of the Exchange Offer, we may, in our sole
discretion, commence one or more additional exchange offers to holders of Old
Senior Notes who did not exchange their Old Senior Notes for New Senior Notes in
the Exchange Offer on terms which may differ from those contained in the
Registration Agreement. This Prospectus, as it may be amended or supplemented
from time to time, may be used by us in connection with any such additional
exchange offers. Such additional exchange offers will take place from time to
time until all outstanding Old Senior Notes have been exchanged for New Senior
Notes pursuant to the terms and conditions contained herein.


                        VALIDITY OF THE NEW SENIOR NOTES

     The validity of the New Senior Notes will be passed upon for us by Fried,
Frank, Harris, Shriver & Jacobson (a partnership including professional
corporations), New York, New York.


                                     EXPERTS

     The consolidated financial statements and the supplemental consolidated
financial statements of Allied as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997 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
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said reports.

     The consolidated balance sheets of American Disposal Services, Inc. as of
December 31, 1997 and 1996 and the consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997 of


                                      -72-
<PAGE>   83
American Disposal Services, Inc. incorporated by reference in this Prospectus
have been incorporated herein in reliance on the report of Ernst & Young LLP,
independent auditors, given on the authority of such firm as experts in
accounting and auditing.

     The balance sheets of the Rabanco Companies and Regional Disposal Company
as of December 21, 1996 and 1995 and the statements of income and changes in
equity and cash flows for each of the two years in the period ended December 31,
1996 of the Rabanco Companies and Regional Disposal Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been incorporated herein in reliance on the reports of Sweeney Conrad, P.S.,
independent auditors, given on the authority of such firm as experts in
accounting and auditing.








                                      -73-
<PAGE>   84
                                     [LOGO]







                               ALLIED WASTE NORTH
                                  AMERICA, INC.


                                  $225,000,000
                          7 3/8% SENIOR NOTES DUE 2004
                                  $600,000,000
                          7 5/8% SENIOR NOTES DUE 2006
                                  $875,000,000
                          7 7/8% SENIOR NOTES DUE 2009


                                  -------------
                                   PROSPECTUS
                                  -------------







                                 JANUARY , 1999
<PAGE>   85
                                     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 such person
shall have been adjudged liable to the corporation except as claim was brought.
In any 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 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>   86
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.

 NUMBER                               DESCRIPTION
--------------------------------------------------------------------------------
  *4.1   Indenture relating to the 1998 Senior Notes, dated as of December 23,
         1998, by and among the Company and U.S. Bank Trust National
         Association, as Trustee, with respect to the Notes and Exchange Notes.
  *4.2   Five Year Series Supplement Indenture relating to the 1998 Five Year
         Note, dated December 23, 1998, among the Company, the Guarantors and
         the Trustee.
  *4.3   Form of Series B Five Year Note (included in Exhibit 4.2)
  *4.4   Seven Year Series Supplement Indenture relating to the 1998 Seven Year
         Note, dated December 23, 1998, among the Company, the Guarantors and
         the Trustee.
  *4.5   Form of Series B Seven Year Note (included in Exhibit 4.4)
  *4.6   Ten Year Series Supplement Indenture relating to the 1998 Ten Year
         Note, dated December 23, 1998, among the Company, the Guarantors and
         the Trustee.
  *4.7   Form of Series B Ten Year Note (included in Exhibit 4.6)
 **5.1   Opinion of Fried, Frank, Harris, Shriver & Jacobson, as to the legality
         of the securities, dated January _, 1999.
 *10.1   Registration Rights Agreement, dated as of December 23, 1998, by and
         among the Company, the Guarantors and Donaldson, Lufkin & Jenrette
         Securities Corporation, relating to the $225,000,000 7 3/8% Senior
         Notes due 2004.
 *10.2   Registration Rights Agreement, dated December 23, 1998, by and among
         the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
         Securities Corporation, relating to the $600,000,000 7 5/8% Senior
         Notes due 2006.
 *10.3   Registration Rights Agreement, dated December 23, 1998, by and among
         the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
         Securities Corporation, Goldman Sachs & Co, Credit Suisse First Boston,
         Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
         Dean Witter Incorporated, Bear, Stearns & Co. Inc., BT Alex. Brown,
         CIBC Oppenheimer, Salomon Smith Barney Inc., relating to the
         $875,000,000 7 7/8% Senior Notes due 2009.
 *10.4   Purchase Agreement dated December 14, 1998, by and among the Company,
         the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation,
         with respect to the 1998 Senior Notes.
 *12.1   Ratio of earnings to fixed charges. (Incorporated by Reference to
         Exhibit 12 to Allied's Form 10-Q dated September 30, 1998.
  23.1   Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
         Exhibit 5.1) 
 *23.2   Consent of Arthur Andersen LLP.
 *23.3   Consent of Ernst & Young LLP.
 *23.4   Consent of Sweeney Conrad PC
 *24.1   Powers of Attorney (included in the signature pages to this 
         Registration Statement).
 *25.1   Statement of Eligibility and Qualification of Trustee on Form T-1 of
         U.S. Bank Trust National Association under the Trust Indenture Act of
         1939.
  27.1   Restated financial data schedule for the year ended December 31, 1997.
         (Incorporated by Reference to Allied's Form 8-K filed on October 29,
         1998)
  27.2   Restated financial data schedule for the year ended December 31, 1996.
         (Incorporated by Reference to Allied's Form 8-K filed on October 29,
         1998)
  27.3   Restated financial data schedule for the year ended December 31, 1995.
         (Incorporated by Reference to Allied's Form 8-K filed on October 29,
         1998)
 *99.1   Letter of Transmittal, with respect to exchange Old Senior Notes and
         Exchange Notes.
 *99.2   Notice of Guaranteed Delivery, with respect to Old Senior Notes and
         Exchange Notes.
 *99.3   Instructions to Registered Holders from Beneficial Owners, with respect
         to the Old Senior Notes and Exchange Notes.
    *    Filed Herewith
   **    To be filed by Amendment.



                                      II-2
<PAGE>   87
     (B) FINANCIAL STATEMENT SCHEDULES

     Schedules are omitted since the information required to be submitted has
been included in the Supplemental Consolidated Financial Statements of the
Company or the notes thereto, or the required information is not applicable.

ITEM 22. UNDERTAKINGS

The Registrant hereby undertakes:

     (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

           (i) to include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933;

           (ii) to reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the registration statement. Notwithstanding the foregoing,
           any increase or decrease in volume of securities offered (if the
           total dollar value of securities offered would not exceed that which
           was registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more than
           a 20% change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective registration
           statement;

           (iii) to include any material information with respect to the plan of
           distribution not previously disclosed in the registration statement
           or any material change to such information in the registration
           statement.

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.

     (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) 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.

     (5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

     (6) 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>   88
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Allied
Waste Industries, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and it has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Scottsdale, State of Arizona, on the
15th day of January, 1999.

                                  Allied Waste Industries, Inc.

                                  By:  /s/ Henry L. Hirvela
                                       _________________________
                                       Henry L. Hirvela
                                       Vice President and
                                       Chief Financial Officer



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela, James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.


              SIGNATURE                                  TITLE


/s/ Thomas H. Van Weelden                  Chairman of the Board of Directors,
_______________________________________
                                           President and Chief Executive Officer
        Thomas H. Van Weelden                 (Principal Executive Officer)

/s/ Henry L. Hirvela                       Vice President -- Chief Financial

_______________________________________
          Henry L. Hirvela                 Officer
                                               (Principal Financial Officer)


/s/ James S. Eng                           Corporation Controller
_______________________________________
            James S. Eng                      (Principal Accounting Officer)


/s/ Nolan Lehmann                          Director
_______________________________________
            Nolan Lehmann


/s/ Michael Gross                          Director
_______________________________________
            Michael Gross


                                           Director
_______________________________________
           David B. Kaplan


/s/ Anthony P. Ressler                     Director
_______________________________________
          Antony P. Ressler



                                      II-4
<PAGE>   89

                                           Director
_______________________________________
          Howard A. Lipson


       /s/ Dennis Hendrix                  Director
_______________________________________
           Dennis Hendrix


       /s/ Roger A. Ramsey                 Director
_______________________________________
           Roger A. Ramsey


      /s/ Warren B. Rudman                 Director
_______________________________________
          Warren B. Rudman


        /s/ Vincent Tese                   Director
_______________________________________
            Vincent Tese


                                      II-5
<PAGE>   90
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Allied
Waste North America, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-4 and it has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, State of
Arizona, on the 15th day of January, 1999.

                                  Allied Waste North America, Inc.

                                  By: /s/ Henry L. Hirvela
                                     -----------------------------
                                       Henry L. Hirvela



                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela, James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


       /s/ Thomas H. Van Weelden           Director, President and Chief 
---------------------------------------    Executive Officer
         Thomas H. Van Weelden                (Principal Executive Officer)

         /s/ Henry L. Hirvela              Director, Vice President -- Chief
---------------------------------------    Financial Officer
           Henry L. Hirvela                   (Principal Financial Officer)

           /s/ James S. Eng                Corporation Controller
---------------------------------------       (Principal Accounting Officer)
             James S. Eng

          /s/ Steven M. Helm               Director, Vice President-Legal and
---------------------------------------    Corporate Secretary
            Steven M. Helm

                                      II-6
<PAGE>   91
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule A hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  A hereto.

                                  By: /s/ Donald W. Slager
                                      __________________________
                                       Donald W. Slager
                                       Executive Vice President



                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.

              SIGNATURE                                  TITLE

       /s/ Donald W. Slager
_______________________________________    Director and Executive Vice President
           Donald W. Slager                   (Principal Executive Officer)

    /s/ G. Thomas Rochford, Jr.
_______________________________________    Director and Treasurer
        G. Thomas Rochford, Jr.               (Principal Financial Officer and
                                               Principal Accounting Officer)

         /s/ James S. Eng
_______________________________________    Director
             James S. Eng


                                      II-7
<PAGE>   92
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule B hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  B hereto.

                                  By: /s/ Donald W. Slager
                                      __________________________
                                       Donald W. Slager
                                       President


                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.

              SIGNATURE                                  TITLE

       /s/ Donald W. Slager
_______________________________________    Director and President
           Donald W. Slager                   (Principal Executive Officer)

    /s/ G. Thomas Rochford, Jr.
_______________________________________    Director and Treasurer
        G. Thomas Rochford, Jr.               (Principal Financial Officer and
                                               Principal Accounting Officer)

         /s/ James S. Eng
_______________________________________    Director
             James S. Eng


                                      II-8
<PAGE>   93
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule C hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  C hereto.


                                  By:  /s/ Peter S. Hathaway
                                       ---------------------------- 
                                       Peter S. Hathaway
                                       President



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Peter S. Hathaway, G. Thomas
Rochford, Jr., Steven M. Helm and each of them (with full power to act alone),
as attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


       /s/ Peter S. Hathaway              
      -----------------------------        Director and President
           Peter S. Hathaway                  (Principal Executive Officer)


       /s/ G. Thomas Rochford, Jr.
      -----------------------------        Treasurer
           G. Thomas Rochford, Jr.            (Principal Financial Officer and
                                               Principal Accounting Officer)

         /s/ Steven M. Helm
      -----------------------------        Director and Secretary
             Steven M. Helm

       /s/ Michael G. Hannon
      ----------------------------               Director
           Michael G. Hannon


                                      II-9
<PAGE>   94
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule D hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  D hereto.

                                  By:  /s/ Larry D. Henk
                                     ---------------------------------------
                                       Larry D. Henk
                                       President


                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Larry D. Henk, Steven M. Helm
and each of them (with full power to act alone), as attorney and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Commission under the
Securities Act any and all amendments and exhibits to this Registration
Statement and any and all applications, instruments and other documents to be
filed with the Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all acts
and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


         /s/ Larry D. Henk                 Director and President
---------------------------------------       (Principal Executive Officer)
             Larry D. Henk

    /s/ G. Thomas Rochford, Jr.            Treasurer
---------------------------------------       (Principal Financial Officer and
        G. Thomas Rochford, Jr.                Principal Accounting Officer)
                                                                              

        /s/ Steven M. Helm                 Director
---------------------------------------
            Steven M. Helm

                                         


                                     II-10
<PAGE>   95
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule E hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  E hereto.

                                  By:  /s/ Henry L. Hirvela
                                       _______________________
                                       Henry L. Hirvela
                                       President


                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Henry L. Hirvela, G. Thomas
Rochford, Jr. and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


/s/ Henry L. Hirvela                       Director and President
_______________________________________       (Principal Executive Officer) 
           Henry L. Hirvela                   


/s/ G. Thomas Rochford, Jr.                Treasurer
_______________________________________       (Principal Financial Officer and
        G. Thomas Rochford, Jr.               



                                     II-11
<PAGE>   96
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule F hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  F hereto.


                                  By:  /s/ James S. Eng
                                       ___________________
                                       James S. Eng
                                       President



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


/s/ James S. Eng                           Director and President
_______________________________________       (Principal Executive Officer)
         James S. Eng


/s/ G. Thomas Rochford, Jr.                Director and Treasurer
_______________________________________       (Principal Financial Officer and
       G. Thomas Rochford, Jr.                 Principal Accounting Officer)


/s/ Donald W. Slager                       Director and Vice President
_______________________________________
           Donald W. Slager


                                     II-12
<PAGE>   97
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule G hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  G hereto.

                                  By:/s/ Donald W. Slager
                                     -------------------------
                                       Donald W. Slager
                                       Executive Vice President


                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.

              SIGNATURE                                  TITLE


         /s/ Donald W. Slager              Executive Vice President
---------------------------------------       (Principal Executive Officer)
            Donald W. Slager

      /s/ G. Thomas Rochford, Jr.          Treasurer
---------------------------------------       (Principal Financial Officer and
        G. Thomas Rochford, Jr.                Principal Accounting Officer)

           /s/ James S. Eng                Managing Member
---------------------------------------
    Allied Waste North America, Inc.
            By James S. Eng
            Attorney-in-fact

                                     II-13
<PAGE>   98
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule H hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  H hereto.


                                  By: /s/ Donald W. Slager
                                     -------------------------
                                       Donald W. Slager
                                       President



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr. and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE

                                       
         /s/ Donald W. Slager              Director and President
---------------------------------------       (Principal Executive Officer)
           Donald W. Slager

      /s/ G. Thomas Rochford, Jr.          Director and Treasurer
---------------------------------------       (Principal Financial Officer and
        G. Thomas Rochford, Jr.                Principal Accounting Officer)


           /s/ James S. Eng                Director
---------------------------------------
             James S. Eng

         /s/ Douglas W. Borro              Director
---------------------------------------
           Douglas W. Borro

                                           Director
---------------------------------------
              Ward Herst

           /s/ Jo Lynn White               Director
---------------------------------------
             Jo Lynn White

                                     II-14
<PAGE>   99
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule I hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  I hereto.

                                  By Allied Waste Landfill Holdings, Inc.
                                  General Partner

                                  By:  /s/ James S. Eng
                                       ________________________
                                       James S. Eng
                                       Attorney-in-fact



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela, James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.

              SIGNATURE                                  TITLE


         /s/ James S. Eng                           General Partner
______________________________________
 Allied Waste Landfill Holdings, Inc.
            By James S. Eng
           Attorney-in-fact


                                     II-15
<PAGE>   100
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule J hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  J hereto.


                                  By:  /s/ Donald W. Slager
                                       _____________________
                                       Donald W. Slager
                                       President



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr. and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Commission
under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


/s/ Donald W. Slager                       President
_______________________________________       (Principal Executive Officer)
        Donald W. Slager


/s/ G. Thomas Rochford, Jr.                Treasurer
_______________________________________       (Principal Financial Officer and
       G. Thomas Rochford, Jr.                 Principal Accounting Officer)


/s/ James S. Eng                           Managing Member
_______________________________________
   Allied Waste North America, Inc.
            By James S. Eng
           Attorney-in-fact


                                     II-16
<PAGE>   101
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule K hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  K hereto.

                                  By: /s/ Larry D. Henk
                                     -------------------------
                                       Larry D. Henk
                                       President



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Larry D. Henk, G. Thomas
Rochford, Jr., Steven M. Helm and each of them (with full power to act alone),
as attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


           /s/ Larry D. Henk               Director and President
---------------------------------------       (Principal Executive Officer)
             Larry D. Henk

      /s/ G. Thomas Rochford, Jr.          Treasurer
---------------------------------------       (Principal Accounting Officer)
        G. Thomas Rochford, Jr.

          /s/ Steven M. Helm               Director
---------------------------------------
            Steven M. Helm

                                     II-17
<PAGE>   102
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule L hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  L hereto.

                                  By:  Allied Waste Landfill Holdings, Inc.
                                  General Partner

                                  By:  /s/ James S. Eng
                                     ---------------------------------
                                       James S. Eng
                                       Attorney-in-fact


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  L hereto.

                                  By:  Allied Waste North America, Inc.
                                  General Partner

                                  By:  /s/ James S. Eng
                                     ---------------------------------
                                       James S. Eng
                                       Attorney-in-fact




              SIGNATURE                                  TITLE


          /s/  James S. Eng                General Partner
 ------------------------------------
 Allied Waste Landfill Holdings, Inc.
            By James S. Eng
           Attorney-in-fact

          /s/  James S. Eng                General Partner
 ------------------------------------
   Allied Waste North America, Inc.
            By James S. Eng
           Attorney-in-fact


                                     II-18
<PAGE>   103
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule M hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  M hereto.

                                  By: /s/ Donald W. Slager
                                     -------------------------
                                       Donald W. Slager
                                       President


                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Thomas H. Van Weelden, Henry L.
Hirvela, James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


                                       
         /s/ Donald W. Slager              President
---------------------------------------        (Principal Executive Officer)
            Donald W. Slager

      /s/ G. Thomas Rochford, Jr.          Treasurer
---------------------------------------        (Principal Financial Officer and
        G. Thomas Rochford, Jr.                 Principal Accounting Officer)

           /s/ James S. Eng                Managing Member
---------------------------------------
    Allied Waste North America, Inc.
            By James S. Eng
            Attorney-in-fact

                                     II-19
<PAGE>   104
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule N hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  N hereto.

                                  By:  Liberty Waste Services 
                                       of Illinois, L.L.C
                                          Managing Member

                                  By: /s/ Donald W. Slager
                                      __________________________
                                       Donald W. Slager
                                       Executive Vice-President




              SIGNATURE                                  TITLE

          /s/ Donald W. Slager
__________________________________________   Managing Member
Liberty Waste Services of Illinois, L.L.C.
            By Donald W. Slager
         Executive Vice-President

         /s/ Donald W. Slager
__________________________________________   Executive Vice-President
             Donald W. Slager


                                     II-20
<PAGE>   105
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule O hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  O hereto.

                                  By:  Draw Enterprises Real Estate, Inc.
                                  General Partner

                                    
                                  By:  /s/ Donald W. Slager 
                                  ------------------------------
                                       Donald W. Slager
                                       Executive Vice-President



                               


         
              SIGNATURE                                  TITLE

      /s/ Donald W. Slager                   General Partner     
---------------------------------------    
   Draw Enterprises Real Estate, Inc.
           By Donald W. Slager
        Executive Vice-President



                                     II-21
<PAGE>   106
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule P hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  P hereto.

                                  By:  Liberty Waste Services Limited, L.L.C.
                                       Managing Member


                                  By: /s/ Donald W. Slager
                                      ________________________________________
                                       Donald W. Slager
                                       President




              SIGNATURE                                  TITLE

         /s/ Donald W. Slager
_______________________________________    Managing Member
Liberty Waste Services Limited, L.L.C.
          By Donald W. Slager
               President

         /s/ Donald W. Slager
_______________________________________    Executive Vice-President
           Donald W. Slager


                                     II-22
<PAGE>   107
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule Q hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  Q hereto.

                                  By:  American Disposal Services
                                       of Illinois, Inc.
                                       Managing Member


                                  By: /s/ Donald W. Slager
                                      ----------------------------
                                       Donald W. Slager
                                       President


              SIGNATURE                                  TITLE


                                            
            /s/ Donald W. Slager                 Managing Member
--------------------------------------------
American Disposal Services of Illinois, Inc.
             By Donald W. Slager
                  President

            /s/ Donald W. Slager                 President
--------------------------------------------
              Donald W. Slager

                                     II-23
<PAGE>   108
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule R hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  R hereto.

                                  By: Rabanco Recycling, Inc.
                                      General Partner


                                  By: /s/ Donald W. Slager
                                     --------------------------
                                       Donald W. Slager
                                       Executive Vice-President

                                  By: Paper Fibers, Inc.
                                      General Partner


                                  By: /s/ Donald W. Slager
                                     --------------------------
                                       Donald W. Slager
                                       Executive Vice-President




              SIGNATURE                                  TITLE


 /s/ Donald W. Slager                      General Partner
---------------------------------------
         Rabanco Recycling, Inc.
           By Donald W. Slager
        Executive Vice-President


                                     II-24
<PAGE>   109
              SIGNATURE                                  TITLE


         /s/ Donald W. Slager
_______________________________________    General Partner
           Paper Fibers, Inc.
           By Donald W. Slager
        Executive Vice-President



                                     II-25
<PAGE>   110
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule S hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  S hereto.

                                  By:  /s/ Donald W. Slager     
                                     ---------------------------------
                                       Donald W. Slager
                                       Executive Vice-President



                                POWER OF ATTORNEY


         Each of the undersigned hereby appoints Donald W. Slager, G. Thomas
Rochford, Jr., James S. Eng and each of them (with full power to act alone), as
attorney and agents for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and file with the
Commission under the Securities Act any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform any
and all acts and things whatsoever requisite or desirable.

         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 January 15, 1999.


              SIGNATURE                                  TITLE


       /s/  Donald W. Slager               Director and Executive Vice-President
 ------------------------------------           (Principal Executive Officer)
          Donald W. Slager
          
     /s/  G. Thomas Rochford, Jr.                   Director and Treasurer
 ------------------------------------         (Principal Financial Officer and
        G. Thomas Rochford, Jr.                  Principal Accounting Officer)


        /s/  James S. Eng                                  Director
 ------------------------------------
            James S. Eng


                                     II-26
<PAGE>   111
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule T hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  T hereto.

                                  By: ECDC Holdings, Inc.
                                      Managing Member


                                  By: /s/ Donald W. Slager
                                     --------------------------
                                       Donald W. Slager
                                       Executive Vice-President




              SIGNATURE                                  TITLE


       /s/ Donald W. Slager                Managing Member
---------------------------------------
          ECDC Holdings, Inc.
          By Donald W. Slager
       Executive Vice-President

       /s/ Donald W. Slager                Executive Vice-President
---------------------------------------
           Donald W. Slager


                                     II-27
<PAGE>   112
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule U hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.

                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  U hereto.

                                  By: Allied Waste Systems, Inc.
                                      Managing Member


                                  By: /s/ Donald W. Slager
                                     ----------------------------
                                       Donald W. Slager
                                       President


              SIGNATURE                                  TITLE


                                       
         /s/ Donald W. Slager              Managing Member
---------------------------------------
       Allied Waste Systems, Inc.
          By Donald W. Slager
               President

         /s/ Donald W. Slager              Executive Vice-President
---------------------------------------
            Donald W. Slager

                                     II-28
<PAGE>   113
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule V hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  V hereto.

                                  By:  Rabanco Recycling, Inc.             
                                  General Partner

                                      
                                  By:  /s/ Donald W. Slager
                                     ---------------------------------
                                       Donald W. Slager
                                       Executive Vice-President

         
                                  By:  Rabanco, Ltd.             
                                         
                                      
                                  By:  /s/ Donald W. Slager
                                     ---------------------------------
                                       Donald W. Slager
                                       Executive Vice-President




         
              SIGNATURE                                  TITLE


         /s/ Donald W. Slager              General Partner
 ------------------------------------
        Rabanco, Recycling, Inc.
           By Donald W. Slager
        Executive Vice-President


        /s/ Donald W. Slager               General Partner          
 ------------------------------------
            Rabanco, Ltd.
           By Donald W. Slager
        Executive Vice-President

                                     II-29
<PAGE>   114
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule W hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  W hereto.

                                  By:  United Waste Control Corp.         
                                  General Partner

                                      
                                  By:  /s/ Donald W. Slager
                                  ------------------------------
                                       Donald W. Slager
                                       Executive Vice-President




         
              SIGNATURE                                  TITLE

                        
       /s/ Donald W. Slager                        General Partner
-----------------------------------
     United Waste Control Corp.       
         By Donald W. Slager
       Executive Vice-President



                                     II-30
<PAGE>   115
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule X hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  X hereto.

                                  By:  Paper Fibres Company
                                  General Partner

                                  By: Rabanco Recycling, Inc.
                                  General Partner
                                     
                                  By:  /s/ Donald W. Slager
                                     ---------------------------------
                                       Donald W. Slager
                                       Executive Vice-President

                                  By:  Paper Fibers, Inc.
                                  General Partner

                                  By:  /s/ Donald W. Slager
                                     ---------------------------------
                                       Donald W. Slager
                                       Executive Vice-President


                                  By: CCAI, Inc.
                                  General Partner
                                 
                                     
                                 By:  /s/ Donald W. Slager
                                     ---------------------------------
                                      Donald W. Slager
                                      Executive Vice-President

                                  By: SSWI, Inc.
                                  General Partner

                                      
                                  By:  /s/ Donald W. Slager
                                     ---------------------------------
                                       Donald W. Slager
                                       Executive Vice-President   
                                  


         
              SIGNATURE                                  TITLE


         /s/ Donald W. Slager              General Partner
 ------------------------------------
          Rabanco Recycling, Inc.
          By Donald W. Slager
        Executive Vice-President



         /s/ Donald W. Slager              General Partner
------------------------------------
          Paper Fibers, Inc.
          By Donald W. Slager
        Executive Vice-President


        /s/ Donald W. Slager               General Partner
 ------------------------------------
              CCAI, Inc.         
          By Donald W. Slager
        Executive Vice-President

        /s/ Donald W. Slager               General Partner
 ------------------------------------
              SSWI, Inc.         
          By Donald W. Slager
        Executive Vice-President


                                     II-31
<PAGE>   116
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, each of the
Subsidiary Guarantors listed on Schedule Y hereto certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-4 and it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Scottsdale, State of Arizona, on the 15th day of January, 1999.


                                  On behalf of each Subsidiary
                                  Guarantor listed on Schedule
                                  Y hereto.

                                  By:  WJR Environmental, Inc.
                                  General Partner

                                      
                                  By:  /s/ Donald W. Slager
                                 ------------------------------     
                                       Donald W. Slager
                                       Executive Vice-President




         
              SIGNATURE                                  TITLE


      /s/ Donald W. Slager                           General Partner
-----------------------------------
         WJR Environmental, Inc.
           By Donald W. Slager
        Executive Vice-President




                                     II-32
<PAGE>   117
                                  EXHIBIT INDEX


NUMBER                                 DESCRIPTION

 *4.1      Indenture relating to the 1998 Senior Notes, dated as of December 23,
           1998, by and among the Company and U.S. Bank Trust National
           Association, as Trustee, with respect to the Notes and Exchange
           Notes.
 *4.2      Five Year Series Supplement Indenture relating to the 1998 Five Year
           Note, dated December 23, 1998, among the Company, the Guarantors and
           the Trustee.
 *4.3      Form of Series B Five Year Note (included in Exhibit 4.2)
 *4.4      Seven Year Series Supplement Indenture relating to the 1998 Seven
           Year Note, dated December 23, 1998, among the Company, the Guarantors
           and the Trustee.
 *4.5      Form of Series B Seven Year Note (included in Exhibit 4.4)
 *4.6      Ten Year Series Supplement Indenture relating to the 1998 Ten Year
           Note, dated December 23, 1998, among the Company, the Guarantors and
           the Trustee.
 *4.7      Form of Series B Ten Year Note (included in Exhibit 4.6)
**5.1      Opinion of Fried, Frank, Harris, Shriver & Jacobson, as to the
           legality of the securities, dated January _, 1999.
*10.1      Registration Rights Agreement, dated as of December 23, 1998, by and
           among the Company, the Guarantors and Donaldson, Lufkin & Jenrette
           Securities Corporation, relating to the $225,000,000 7 3/8% Senior
           Notes due 2004.
*10.2      Registration Rights Agreement, dated December 23, 1998, by and among
           the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
           Securities Corporation, relating to the $600,000,000 7 5/8% Senior
           Notes due 2006.
*10.3      Registration Rights Agreement, dated December 23, 1998, by and among
           the Company, the Guarantors, and Donaldson, Lufkin & Jenrette
           Securities Corporation, Goldman Sachs & Co, Credit Suisse First
           Boston, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan
           Stanley Dean Witter Incorporated, Bear, Stearns & Co. Inc., BT Alex.
           Brown, CIBC Oppenheimer, Salomon Smith Barney Inc., relating to the
           $875,000,000 7 7/8% Senior Notes due 2009.
*10.4      Purchase Agreement dated December 14, 1998, by and among the Company,
           the Guarantors and Donaldson, Lufkin & Jenrette Securities
           Corporation, with respect to the 1998 Senior Notes.
 12.1      Ratio of earnings to fixed charges. (Incorporated by Reference to
           Exhibit 12 to Allied's Form 10-Q dated September 30, 1998.
 23.1      Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
           Exhibit 5.1) 
*23.2      Consent of Arthur Andersen LLP.
*23.3      Consent of Ernst & Young LLP.
*23.4      Consent of Sweeney Conrad PC
*24.1      Powers of Attorney (included in the signature pages to this 
           Registration Statement).
*25.1      Statement of Eligibility and Qualification of Trustee on Form T-1 of
           U.S. Bank Trust National Association under the Trust Indenture Act of
           1939.
 27.1      Restated financial data schedule for the year ended December 31,
           1997. (Incorporated by Reference to Allied's Form 8-K filed on
           October 29, 1998)
 27.2      Restated financial data schedule for the year ended December 31,
           1996. (Incorporated by Reference to Allied's Form 8-K filed on
           October 29, 1998)
 27.3      Restated financial data schedule for the year ended December 31,
           1995. (Incorporated by Reference to Allied's Form 8-K filed on
           October 29, 1998)
*99.1      Letter of Transmittal, with respect to exchange Old Senior Notes and
           Exchange Notes.
*99.2      Notice of Guaranteed Delivery, with respect to Old Senior Notes and
           Exchange Notes.
*99.3      Instructions to Registered Holders from Beneficial Owners, with
           respect to the Old Senior Notes and Exchange Notes.
   *       Filed Herewith

  **       To be filed by Amendment.