
<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1995
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                             ---------------------
 
                            USA WASTE SERVICES, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                     73-1309529
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)
</TABLE>
 
                                5400 LBJ FREEWAY
                             SUITE 300 -- TOWER ONE
                              DALLAS, TEXAS 75240
                                 (214) 383-7900
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
 
                              GREGORY T. SANGALIS
                            USA WASTE SERVICES, INC.
                                5400 LBJ FREEWAY
                             SUITE 300 -- TOWER ONE
                              DALLAS, TEXAS 75240
                                 (214) 383-7900
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
 
                                   Copies to:
 
                                 JOHN T. UNGER
                              SNELL & SMITH, P.C.
                           1000 LOUISIANA, SUITE 3650
                              HOUSTON, TEXAS 77002
                             ---------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
 
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  / /
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  /X/
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
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                                                                PROPOSED MAXIMUM
                                               PROPOSED MAXIMUM     AGGREGATE
   TITLE OF SECURITIES TO BE     AMOUNT TO BE   OFFERING PRICE      OFFERING        AMOUNT OF
           REGISTERED           REGISTERED(1)      PER SHARE          PRICE      REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
<S>                            <C>             <C>              <C>              <C>
Common Stock, $.01 par value... 3,172,226 shares     $20.75(1)     $65,823,689      $22,697.82
- -------------------------------------------------------------------------------------------------
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</TABLE>
 
(1) Calculated in accordance with Rule 457(c), on the basis of the closing price
    for Common Stock on the New York Stock Exchange on October 30, 1995.
 
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 COMMISSION ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.
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<PAGE>   2
 
***************************************************************************
*                                                                         *
*  Information contained herein is subject to completion or amendment. A  *
*  registration statement relating to these securities has been filed     *
*  with the Securities and Exchange Commission. These securities may not  *
*  be sold nor may offers to buy be accepted prior to the time the        *
*  registration statement becomes effective. This prospectus shall not    *
*  constitute an offer to sell or the solicitation of an offer to buy     *
*  nor shall there be any sale of these securities in any State in which  *
*  such offer, solicitation or sale would be unlawful prior to            *
*  registration or qualification under the securities laws of any such    *
*  State.                                                                 *
*                                                                         *
***************************************************************************

 
                 SUBJECT TO COMPLETION, DATED NOVEMBER 1, 1995
 
                                3,172,226 SHARES
 
                            USA WASTE SERVICES, INC.
 
                                  COMMON STOCK
 
     This Prospectus covers the issuance of a maximum of 3,172,226 shares of
common stock, par value $.01 per share (the "Common Stock"), of USA Waste
Services, Inc., a Delaware corporation (the "Company"), issuable to holders of
the Company's outstanding 8 1/2% Convertible Subordinated Debentures due 2002
(the "Debentures") upon conversion of the Debentures or to Sanders Morris Mundy
Inc. (the "Purchaser") under the standby arrangements described under "Standby
Arrangements" and the reoffering to the public by the Purchaser of any Common
Stock pursuant to such standby arrangements. As of October 25, 1995, Debentures
in an aggregate principal amount of $42,032,000 were outstanding.
 
     On November 1, 1995, the Company called for redemption on December 11, 1995
(the "Redemption Date"), all of its outstanding Debentures at a redemption price
of 105.67% of the principal amount of Debentures, plus accrued interest thereon
from October 15, 1995, to the Redemption Date (the "Redemption Price"). The
Debentures (or any portion thereof which is $1,000 or an integral multiple
thereof) may be converted into the Common Stock of the Company at a conversion
price of $13.25 of principal amount of Debentures per share of Common Stock or
approximately 75.47 shares of Common Stock for each $1,000 principal amount of
Debentures at any time prior to 5:00 p.m. Eastern Time on December 1, 1995 (the
"Expiration Time"). Cash will be paid in lieu of any fractional shares of Common
Stock issuable upon conversion of the Debentures. No payment or adjustment to
the conversion price will be made on account of accrued interest on the
Debentures. ANY DEBENTURES NOT SO SURRENDERED FOR CONVERSION PRIOR TO THE
EXPIRATION TIME WILL BE REDEEMED FOR CASH ON THE REDEMPTION DATE.
 
     The Company has made arrangements with the Purchaser pursuant to which the
Purchaser has agreed to purchase from the Company, at the option of the Company,
such number of shares (the "Shares") of Common Stock equal to the number of
shares of Common Stock (the "Redemption Shares") that would have been issuable
upon conversion of the Debentures that are not surrendered for conversion on or
prior to the Expiration Time. The purchase price for such shares of Common Stock
will be an amount equal to the aggregate Redemption Price of such Debentures.
The Purchaser has agreed to remit to the Company not less than 75% of the
amount, if any, by which the aggregate net proceeds received by the Purchaser
from sales of the Shares exceeds the Redemption Price of the Shares if the
number of Redemption Shares is equal to or less than 369,811 shares and not less
than 50% of the amount, if any, by which the aggregate net proceeds received by
the Purchaser from sales of the Shares exceeds the Redemption Price of the
Shares if the number of Redemption Shares is greater than 369,811 shares. The
Purchaser may also purchase Debentures in the open market or otherwise prior to
the Expiration Time and has agreed to convert into Common Stock all Debentures
which it so purchases. See "Standby Arrangements" for a description of the
Purchaser's compensation and indemnification arrangements with the Company.
 
     SEE "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK. SO LONG AS
THE MARKET PRICE OF THE COMMON STOCK IS GREATER THAN $14.18 PER SHARE AT THE
TIME OF CONVERSION, A HOLDER OF DEBENTURES WHO EXERCISES SUCH HOLDER'S
CONVERSION RIGHTS WILL RECEIVE COMMON STOCK WITH A MARKET VALUE, PLUS CASH IN
LIEU OF ANY FRACTIONAL SHARE, GREATER THAN THE AMOUNT OF CASH SUCH HOLDER WOULD
OTHERWISE BE ENTITLED TO RECEIVE UPON THE REDEMPTION OF THE DEBENTURES, BEFORE
DEDUCTING ANY APPLICABLE TRANSFER TAXES.
 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
         COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
          ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                       
                              SANDERS MORRIS MUNDY

               THE DATE OF THIS PROSPECTUS IS             , 1995.
<PAGE>   3
 
     On October 30, 1995, the closing price of the Common Stock as reported on
the New York Stock Exchange Composite Tape was $20.75 per share. If a holder of
$1,000 principal amount of Debentures on that date had converted such principal
amount, such holder would have received Common Stock (and cash in lieu of a
fractional share) having a market value equal to $1,566.03, based on the closing
price of $20.75 per share. The market price of the Common Stock received upon
conversion is subject to fluctuation, and such holder may incur various
transaction costs if the Common Stock is sold. See "Price Range of Common Stock
and Dividends." Holders of Debentures are urged to obtain current information as
to the market price of the Common Stock. So long as the market price of the
Common Stock is greater than $14.18 per share at the time of conversion, a
holder of Debentures who exercises such holder's conversion rights will receive
Common Stock with a market value, plus cash in lieu of any fractional share,
greater than the amount of cash such holder would otherwise be entitled to
receive upon the redemption of the Debentures, before deducting any applicable
transfer taxes. See "Redemption of the Debentures and Alternatives to
Redemption."
 
     Prior to, on or after the Redemption Date, the Purchaser may offer shares
of Common Stock pursuant to this Prospectus directly to the public, at prices
set from time to time by it, including shares acquired pursuant to the standby
arrangements or through conversion of Debentures acquired by the Purchaser. Each
such price when set will not exceed the greater of the last sale or current
offering price of the Common Stock on the New York Stock Exchange plus the
amounts of any concession to dealers, and an offering price on any calendar day
will not be increased more than once during such day. In effecting such
transactions, the Purchaser may realize profits or losses independent of the
compensation referred to under "Standby Arrangements." The Purchaser may also
make sales to dealers at prices that represent concessions from the prices at
which such shares are then being offered to the public. The amount of such
concessions will be determined from time to time by the Purchaser. Any Common
Stock so offered is offered subject to prior sale, when, as and if received by
the Purchaser, and subject to its right to reject orders in whole or in part.
This Prospectus does not constitute an offer to sell any securities other than
the Common Stock offered by the Purchaser.
 
     The outstanding shares of Common Stock and any shares acquired through
conversion of Debentures are listed, and the Shares will be listed, on the New
York Stock Exchange (the "NYSE").
 
     IN CONNECTION WITH THIS OFFERING, THE PURCHASER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OR
THE COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
 
                                        2
<PAGE>   4
 
     NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                 <C>
Available Information.............................     3
Incorporation of Certain Information by
  Reference.......................................     4
The Company.......................................     5
Recent Developments...............................     5
Risk Factors......................................     6
Use of Proceeds...................................     7
Redemption of Debentures and
  Alternatives to Redemption......................     8
Price Range of Common Stock and Dividends.........     9
Capitalization....................................    11
Summary Consolidated Financial Data...............    12
Certain Federal Income Tax Considerations.........    14
Description of Capital Stock......................    15
Standby Arrangements..............................    17
Legal Matters.....................................    18
Experts...........................................    18
</TABLE>
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements, and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the regional offices of the Commission located in
New York, New York at 7 World Trade Center, Suite 1300, New York, New York 10048
and Chicago, Illinois at 500 West Madison, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates.
 
     The Company's Common Stock is traded on the NYSE and reports, proxy and
information statements, and other information concerning the Company may be
inspected at the offices of such Exchange at 20 Broad Street, New York, New York
10005.
 
     This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Common Stock offered hereby. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document as filed. Each such statement is qualified in its entirety by such
reference. The Registration Statement, including exhibits and schedules thereto,
may be inspected without charge at the offices of the Commission, and copies of
such materials may be obtained therefrom at prescribed rates.
 
                                        3
<PAGE>   5
 
               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
     THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS WILL BE AVAILABLE UPON REQUEST
FROM CORPORATE SECRETARY, USA WASTE SERVICES, INC., 5400 LBJ FREEWAY, SUITE
300 -- TOWER ONE, DALLAS, TEXAS 75240, TELEPHONE NUMBER 214-383-7900. IN ORDER
TO ENSURE TIMELY DELIVER OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY A DATE
THAT IS AT LEAST FIVE DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT
DECISION MUST BE MADE.
 
     The following documents filed by the Company with the Commission under the
Exchange Act are incorporated by reference in this Prospectus:
 
          (1) Annual Report on Form 10-K for the fiscal year ended December 31,
     1994, as amended by Form 10-K/A (Amendment No. 1) dated April 25, 1995;
 
          (2) Current Report on Form 8-K dated February 28, 1994, as filed by
     Envirofil, Inc., a Delaware corporation and wholly owned subsidiary of the
     Company ("Envirofil") and as amended by Form 8-K/A dated May 11, 1994,
     including the combined financial statements of the Acquired New Jersey
     Solid Waste Companies as of December 31, 1992 and 1993 and for each of the
     three years in the period ended December 31, 1993;
 
          (3) Quarterly Reports on Form 10-Q, as amended, for the quarters ended
     March 31, 1995 and June 30, 1995;
 
          (4) Joint Proxy Statement and Prospectus for its 1995 Annual Meeting
     of Shareholders dated May 19, 1995;
 
          (5) Current Report on Form 8-K dated June 30, 1995; and
 
          (6) the description of Common Stock of the Company contained in the
     Company's Registration Statement on Form 8-B dated July 13, 1995.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of filing of the Company's
Annual Report on Form 10-K referred to above and prior to the termination of the
offering described herein shall be deemed to be incorporated by reference and to
be a part of this Prospectus from the date of filing of such documents.
 
     Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this Prospectus, or in any other subsequently filed
document that is also incorporated by reference, modifies or replaces 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.
 
     The Company will provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person, a copy
(without exhibits) of any and all information incorporated by reference in this
Prospectus. Requests for such copies should be directed to Corporate Secretary,
USA Waste Services, Inc., (i) if by telephone to (214) 383-7900 and (ii) if by
mail to 5400 LBJ Freeway, Suite 300 -- Tower One, Dallas, Texas 75240.
 
                                        4
<PAGE>   6
 
                                  THE COMPANY
 
     USA Waste is the fourth largest integrated solid waste management company
in North America and serves municipal, commercial, industrial and residential
customers in 21 states. The Company's solid waste management services include
collection, transfer and disposal operations and, to a lesser extent, recycling
and certain other waste management services. USA Waste owns or operates 29
landfills, 21 transfer stations and 42 collection operations and serves more
than 450,000 customers.
 
     Approximately 54% of the Company's revenues for the six months ended June
30, 1995 was attributable to collection operations, approximately 30% was
attributable to landfill operations and approximately 9% was from transfer
operations. Of the collection revenues, approximately 44%, 24% and 32% were from
commercial, residential, and industrial customers, respectively. The Company
focuses primarily on residential, commercial and permanent roll-off customers
because such customers tend to provide more predictable waste stream volumes.
The Company's average landfill volume for the three months ended June 30, 1995
was approximately 23,500 tons per day.
 
     The Company intends to capitalize on the consolidation in the solid waste
management industry. Key elements of the Company's strategy include (i)
increasing productivity and operating efficiencies in existing and acquired
operations, (ii) increasing revenues and enhancing profitability through tuck-in
acquisitions and (iii) expanding into new markets through acquisitions. The
Company seeks to become the low cost operator in each of its markets by
increasing productivity and operating efficiencies through implementation of
uniform administrative systems, consolidation of collection routes, improvement
of equipment utilization, and increases in employee productivity through
incentive compensation and training programs. The Company regularly pursues
opportunities to expand its services through the acquisition of additional solid
waste management businesses and operations that can be effectively integrated
with the Company's existing operations, and pursues acquisitions in new markets
where the Company believes it can strengthen its overall competitive position as
a national provider of integrated solid waste management services.
 
     The Company's executive offices are located at 5400 LBJ Freeway, Suite
300 -- Tower One, Dallas, Texas 75240 (telephone (214) 383-7900). The Company
was organized in 1995 as a successor to USA Waste Services, Inc., an Oklahoma
corporation organized in 1987. As used in this Prospectus, the terms "the
Company" and "USA Waste" refer to USA Waste Services, Inc., a Delaware
corporation and its subsidiaries.
 
                              RECENT DEVELOPMENTS
 
     The Company materially expanded its operations and markets with its
acquisition of Chambers Development Company, Inc. ("Chambers") on June 30, 1995
(the "Chambers Merger"). With the addition of the Chambers operations, which
include significant landfill capacity as well as collection and transfer station
operations, the Company established its presence in the Mid-Atlantic and
southeastern regions of the United States. Since the Chambers Merger, the
Company has continued to expand its operations and revenue base through a series
of smaller acquisitions that complemented and expanded the Company's operations.
The Company has completed nine acquisitions since the Chambers Merger resulting
in the addition of four landfills, eight collection operations and eight
transfer stations. The Company issued an aggregate of 2,453,000 shares of its
Common Stock and paid an aggregate of $11.4 million in cash in connection with
these transactions. The acquired operations are based in Arkansas, Georgia,
Missouri, Pennsylvania, Texas and Virginia.
 
     In August 1995, the Company entered into an agreement with the Town of
North Hempstead Solid Waste Management Authority in North Hempstead, New York
for the management of its solid waste disposal, transfer, transport and
recycling operations. The contract has a 15-year term unless terminated earlier
in accordance with the agreement (such as in the case of an event of default)
and is expected to provide the Company annual revenues of approximately $9
million.
 
     On October 6, 1995, the Company completed a public offering (the "1995
Offering") of 6,345,625 shares of Common Stock at a price of $19.625 per share.
The Company realized proceeds of $118,398,183 before deducting expenses payable
by the Company, estimated at $550,000. The Company applied approximately
 
                                        5
<PAGE>   7
 
$29,462,500 of the net proceeds to repayment of the term loan under its bank
credit facility. The balance of the net proceeds was used to reduce amounts
outstanding under the revolving credit portion of the Company's credit facility.
Such amounts may be redrawn by the Company as its needs dictate for use in the
expansion of its business, including acquisitions and for general corporate
purposes.
 
                                  RISK FACTORS
 
     In addition to the other information set forth in this Prospectus, the
following factors should be considered by prospective investors when evaluating
an investment in the Common Stock of the Company.
 
ABILITY TO MANAGE AND MAINTAIN GROWTH
 
     The Company has experienced rapid growth, primarily through acquisitions.
The Company's financial results and prospects depend in large part on its
ability to successfully manage and improve the operating efficiencies and
productivity of these acquired operations. In particular, there can be no
assurance that the Company will able to successfully integrate the operations of
Chambers, the Company's largest acquisition to date. Moreover, the ability of
the Company to continue to grow will depend on a number of factors, including
competition from other waste management companies, availability of attractive
acquisition opportunities, availability of working capital, ability to maintain
operating margins and the management of costs in a changing regulatory
environment. The Company is continually seeking acquisition opportunities and
believes that there exists a substantial number of potentially attractive
consolidation opportunities in the solid waste management industry. The Company
may pursue significant acquisitions if they can be achieved on acceptable terms.
There can be no assurance that the Company will be able to continue to expand
and successfully integrate operations.
 
HIGH DEGREE OF LEVERAGE; NEED FOR CAPITAL
 
     The long-term debt of the Company, including current maturities, as of
October 31, 1995, was approximately $400 million. Although the conversion of all
of the Debentures will eliminate a portion of such indebtedness, the Company
will continue to maintain significant amounts of debt and expects to require
additional capital from time to time to pursue its acquisition strategy and to
fund internal growth. A portion of the Company's future capital requirements may
be provided through future debt incurrences or issuances of equity securities.
Future events or conditions that could adversely affect the Company's operations
or financial condition may prevent the Company from fulfilling its obligations
under its debt agreements or may limit the Company's ability to incur additional
indebtedness or issue equity securities.
 
PROFITABILITY MAY BE AFFECTED BY COMPETITION
 
     The waste management industry is highly competitive and requires
substantial capital resources. The industry consists of a few large national
waste management companies as well as numerous local and regional companies of
varying sizes and financial resources. The largest national waste management
companies have significantly greater financial resources than the Company.
Competition may also be affected by the increasing national emphasis on
recycling, composting, incineration, and other waste reduction programs that
could reduce the volume of solid waste collected or deposited in landfills.
 
POTENTIAL ADVERSE EFFECT OF GOVERNMENT REGULATIONS
 
     The Company's operations are subject to, and substantially affected by,
extensive federal, state and local laws, regulations, orders and permits, which
govern environmental protection, health and safety, zoning and other matters.
These regulations may impose restrictions on the Company's operations that could
adversely affect the Company's results, such as limitations on the expansion of
disposal facilities, limitations on or banning disposal of out-of-state waste or
certain categories of waste, or mandates regarding the disposal of solid waste.
Because of heightened public concern, companies in the waste management
business, including the Company, may become subject to judicial and
administrative proceedings involving federal, state or local agencies. These
governmental agencies may seek to impose fines on the Company or to revoke or
deny renewal
 
                                        6
<PAGE>   8
 
of the Company's operating permits or licenses for violations of environmental
laws or regulations or to require the Company to remediate environmental
problems at its sites or nearby properties, or resulting from its or its
predecessors' transportation and collection operations, all of which could have
a material adverse effect on the Company. The Company may also be subject to
actions brought by individuals or community groups in connection with the
permitting or licensing of its operations, any alleged violations of such
permits and licenses, or other matters.
 
POTENTIAL ENVIRONMENTAL LIABILITY
 
     The Company is subject to liability for environmental damage its landfills,
transfer stations and collection operations have caused or may cause nearby
landowners, particularly as a result of the contamination of drinking water
sources or soil, including damage resulting from conditions existing prior to
the acquisition of such assets or operations by the Company. The Company may
also be subject to liability for any off-site environmental contamination caused
by pollutants or hazardous substances the transportation, treatment or disposal
of which was arranged for by the Company or the predecessor owner of operations
or assets acquired by the Company. Any substantial liability for environmental
damage could materially adversely affect the Company's operating results and
financial condition.
 
DEBENTUREHOLDER CONSIDERATIONS ON CONVERSION OR REDEMPTION
 
     On October 30, 1995, the closing price of the Common Stock as reported on
the New York Stock Exchange Composite Tape was $20.75 per share. If a holder of
$1,000 principal amount of the Debentures on that date had converted such
principal amount, such holder would have received Common Stock (and cash in lieu
of a fractional share) having a market value equal to $1,566.03, based on the
closing price of $20.75 per share. The market price of the Common Stock received
upon conversion is subject to fluctuation, and such holder may incur various
transaction costs if the Common Stock is sold. Holders of Debentures should
obtain current information as to the market price of the Common Stock. So long
as the market price of the Common Stock is greater than $14.18 per share at the
time of conversion, a holder of Debentures who exercises such holder's
conversion rights will receive Common Stock with a market value, plus cash in
lieu of any fractional share, greater than the amount of cash such holder would
otherwise be entitled to receive upon the redemption of the Debentures, before
deducting any applicable transfer taxes. See "Redemption of Debentures and
Alternatives to Redemption."
 
                                USE OF PROCEEDS
 
     The net proceeds from the sale of the Common Stock to the Purchaser
pursuant to the arrangements described under "Standby Arrangements" will be used
to redeem any Debentures not surrendered for conversion. Any other amounts
received by the Company from the Purchaser pursuant to the profit-sharing
arrangement described under "Standby Arrangements" will be used for general
corporate purposes. The amount of such proceeds is not determinable at this
time. The Company will not receive any cash proceeds from the issuance of Common
Stock upon conversion of the Debentures.
 
                                        7
<PAGE>   9
 
            REDEMPTION OF DEBENTURES AND ALTERNATIVES TO REDEMPTION
 
     The Company has called for redemption at 5:00 p.m., Eastern Time, on
December 11, 1995 (the "Redemption Date"), all of the Company's outstanding
Debentures. As of October 25, 1995, $42,032,000 principal amount of Debentures
was outstanding.
 
     The following alternatives are available to holders of Debentures:
 
     1. Conversion into Common Stock. Convert the Debentures (or any portion
thereof which is $1,000 or an integral multiple thereof) into the Common Stock
of the Company at a conversion price of $13.25 of principal amount of Debentures
per share of Common Stock or approximately 75.47 shares of Common Stock for each
$1,000 principal amount of Debentures. Cash will be paid in lieu of any
fractional share in an amount equal to such fraction multiplied by the last
reported sale price per share of Common Stock, regular way, on the day prior to
the day of conversion or, if no such sale takes place on such day, the average
of the reported closing bid and asked prices, regular way, on the NYSE. No
payment or adjustment to the conversion price will be made on account of accrued
interest on the Debentures. On October 30, 1995, the last reported sale price of
the Common Stock on the NYSE Composite Tape was $20.75 per share. On the basis
of such last reported sale price of the Common Stock, 75.47 shares of the Common
Stock had a value (including cash in lieu of any fractional share, determined as
set forth above) of $1,566.03. THE CONVERSION RIGHT EXPIRES AT 5:00 P.M.,
EASTERN TIME, ON DECEMBER 1, 1995.
 
     Substantially all of the Debentures are currently held in book-entry form
through the facilities of The Depository Trust Company (the "Depository").
Accordingly, in order for a beneficial owner of an interest in a Debenture to
exercise such owner's conversion rights, such owner must comply with the
procedures of the Depository, if a participant in the Depository (a
"participant"), or if such owner is not a participant in the Depository, through
the procedures of the participant through which such owner owns its interest in
the Debentures, to effect a conversion.
 
     The Company will decide, in its sole discretion, all questions as to the
form of documents and the validity, eligibility (including time of receipt) and
acceptance for conversion by the Company of any Debentures. Any defect or
irregularity in the surrender or delivery of any document in connection with the
conversion of Debentures may result in such Debentures not being converted into
Common Stock and, therefore, being redeemed on the Redemption Date.
 
     SINCE IT IS THE TIME OF ACTUAL RECEIPT THAT DETERMINES WHETHER DEBENTURES
HAVE BEEN PROPERLY PRESENTED FOR CONVERSION, SUFFICIENT TIME SHOULD BE ALLOWED
FOR A BOOK-ENTRY TRANSFER TO BE MADE, PRIOR TO 5:00 P.M., EASTERN TIME, ON
DECEMBER 1, 1995. DEBENTURES NOT ACTUALLY RECEIVED FOR CONVERSION BY THE TRUSTEE
PRIOR TO SUCH TIME WILL BE REDEEMED AS SET FORTH BELOW.
 
     2. Sale in Open Market. Sell the Debentures in the open market at
prevailing prices. Holders of Debentures who wish to sell their Debentures in
the open market should consult with their own advisors regarding if and when
they should sell their Debentures and the tax consequences thereof. Holders of
Debentures may incur various fees and expenses in connection with any such sale.
 
     3. Redemption. Surrender the Debentures for redemption. Pursuant to the
terms of the Indenture between the Company and State Street Bank and Trust
Company as successor to The First National Bank of Boston, as Trustee (the
"Trustee"), dated as of September 1, 1992, holders of Debentures will be
entitled to receive upon redemption 105.67% of the principal amount of
Debentures, plus accrued interest thereon from October 15, 1995, to the
Redemption Date (the "Redemption Price"). The holder of $1,000 principal amount
of Debentures redeemed at the Redemption Price would receive $1,070.16 in cash.
Payment of the Redemption Price will be made by the Trustee, as redemption
agent, on and after the Redemption Date upon receipt of the Debentures. On and
after the Redemption Date, interest will cease to accrue (unless the Company
defaults in the payment of the Redemption Price) and holders of Debentures will
not have any rights as such holders other than the right to receive the
Redemption Price upon such surrender for redemption. All Debentures outstanding
on the Redemption Date will be deemed to be redeemed by the
 
                                        8
<PAGE>   10
 
Company, whether or not they have been surrendered for redemption. Holders of
Debentures should refer to the Notice of Redemption issued by the Trustee for
information concerning how and where the Debentures are to be surrendered for
payment of the Redemption Price.
 
     DEBENTURES NOT ACTUALLY RECEIVED FOR CONVERSION BY THE TRUSTEE PRIOR TO
5:00 P.M., EASTERN TIME, ON DECEMBER 1, 1995, WILL BE REDEEMED AS SET FORTH
ABOVE ON THE REDEMPTION DATE.
 
     Based on the above-stated last reported sale price of the Common Stock on
October 30, 1995, the market value of the Common Stock into which $1,000
principal amount of Debentures is convertible (including cash in lieu of any
fractional share, determined as set forth above) would be $1,566.03, which
amount is higher than the amount ($1,070.16) to be received upon redemption. The
market price of the Common Stock received upon conversion, however, is subject
to fluctuation, and a holder of Debentures may incur various transaction costs
if such Common Stock is sold. Holders of Debentures are urged to obtain current
market quotations for the Common Stock.
 
     SO LONG AS THE MARKET PRICE OF THE COMMON STOCK IS GREATER THAN $14.18 PER
SHARE AT THE TIME OF CONVERSION, A HOLDER OF DEBENTURES WHO CONVERTS HIS OR HER
DEBENTURES WILL RECEIVE COMMON STOCK AND CASH IN LIEU OF ANY FRACTIONAL SHARE
(DETERMINED AS SET FORTH ABOVE) WITH A MARKET VALUE GREATER THAN THE AMOUNT OF
CASH RECEIVABLE UPON THE REDEMPTION OF THE DEBENTURES.
 
                                        9
<PAGE>   11
 
                   PRICE RANGE OF COMMON STOCK AND DIVIDENDS
 
     The Common Stock is traded on the NYSE under the symbol "UW." Prior to July
20, 1993, the Common Stock was traded in the over-the-counter market and quoted
on the NASDAQ National Market System ("Nasdaq/NMS"). The following table sets
forth the high and low per share closing prices for the Common Stock for the
calendar quarters indicated as reported on the NYSE for periods on and after
July 20, 1993, and the high and low sales prices for the Common Stock as quoted
on the Nasdaq/NMS for periods prior to July 20, 1993.
 
<TABLE>
<CAPTION>
                                                              HIGH        LOW
                                                             -------    -------
                <S>                                          <C>        <C>
                1993
                  First Quarter............................   $14.50     $13.25
                  Second Quarter...........................    13.75      11.75
                  Third Quarter............................    15.00      11.50
                  Fourth Quarter...........................    12.50       9.75
                1994
                  First Quarter............................   $15.00     $11.38
                  Second Quarter...........................    13.38      10.58
                  Third Quarter............................    15.13      11.50
                  Fourth Quarter...........................    15.13      11.00
                1995
                  First Quarter............................   $12.25     $10.13
                  Second Quarter...........................    16.00      11.50
                  Third Quarter............................    21.75      14.75
                  Fourth Quarter (through October 30,
                     1995).................................    21.63      19.75
</TABLE>
 
     According to the Company's transfer agent, on September 30, 1995, there
were 4,363 holders of record of the Company's Common Stock.
 
     The Company has never paid cash dividends on its Common Stock. Envirofil
paid dividends on its preferred stock prior to its acquisition by the Company;
the holders of such preferred stock received Common Stock in such acquisition,
and no dividends have been paid by the Company. The Board of Directors of the
Company presently intends to retain any earnings in the foreseeable future for
the Company's business. In addition, payment of dividends on the Common Stock is
restricted by the terms of the Company's bank credit agreement.
 
                                       10
<PAGE>   12
 
                                 CAPITALIZATION
 
     The following table sets forth the current maturities of long-term debt and
the total capitalization of the Company as of June 30, 1995 on an actual basis
and (i) as adjusted to reflect (a) additional borrowings by the Company
subsequent to June 30, 1995, of $50.0 million under the Company's bank credit
facility, (b) the sale of approximately 6.3 million shares of Common Stock in
the 1995 Offering, the net proceeds from which, in the amount of approximately
$117.9 million, were used to repay indebtedness outstanding under the credit
facility, (c) the issuance of 137,500 shares of Common Stock upon the exercise
of stock purchase warrants, and (ii) as further adjusted to give effect to the
retirement of the Debentures, assuming all Debentures are converted into shares
of Common Stock.
 
<TABLE>
<CAPTION>
                                                                     AS OF JUNE 30, 1995
                                                            --------------------------------------
                                                                                        AS FURTHER
                                                             ACTUAL      AS ADJUSTED     ADJUSTED
                                                            ---------    -----------    ----------
                                                            (IN THOUSANDS)
<S>                                                         <C>          <C>            <C>
Current maturities of long-term debt......................  $  29,655    $    27,572    $   27,572
                                                            =========    ===========    ==========
Long-term debt:
  Revolving Loan..........................................  $  70,000    $    31,612    $   31,612
  Term Loan...............................................    230,000        202,620       202,620
  Industrial Revenue Bonds................................     80,500         80,500        80,500
  Convertible Debentures(1)...............................     48,995         48,995            --
  Other long-term debt....................................     14,775         14,775        14,775
                                                            ---------    -----------    ----------
          Total long-term debt............................    444,270        378,502       329,507
                                                            ---------    -----------    ----------
Stockholders' equity:
  Common Stock, $.01 par value, 150,000,000 shares
     authorized, 51,025,056, 57,508,181, and 61,205,916
     shares issued, respectively(2).......................        510            575           612
  Additional paid-in capital..............................    521,043        640,099       688,682
  Accumulated deficit.....................................   (381,883)      (381,883)     (381,883)
  Less treasury stock at cost, 149,285 shares.............     (1,961)        (1,961)       (1,961)
                                                            ---------    -----------    ----------
          Total stockholders' equity......................    137,709        256,830       305,450
                                                            ---------    -----------    ----------
          Total capitalization............................  $ 581,979    $   635,332    $  634,957
                                                            =========    ===========    ==========
</TABLE>
 
- ---------------
 
(1) As of October 25, 1995, an additional $6,963,000 in principal amount of
    Debentures has been converted into Common Stock.
 
(2) Excludes 5,142,089 shares issuable upon exercise of outstanding options and
    warrants at June 30, 1995.
 
                                       11
<PAGE>   13
 
                      SUMMARY CONSOLIDATED FINANCIAL DATA
 
     The following selected consolidated financial data for the Company for each
of the three years in the period ended December 31, 1994, have been derived from
the audited consolidated financial statements of the Company and for the
three-month and six-month periods ended June 30, 1994 and 1995, have been
derived from the unaudited consolidated financial statements of the Company. The
summary consolidated financial data should be read in conjunction with the
separate consolidated financial statements and the related notes thereto of the
Company and Management's Discussion and Analysis of Financial Condition and
Results of Operations incorporated by reference herein. See "Incorporation of
Certain Information by Reference."
 
     The data set forth below include the accounts of all companies acquired
through June 30, 1995. Companies acquired in transactions accounted for as
poolings of interests have been combined as though these companies had always
been members of the same operating group. Accordingly, such data have been
restated throughout all relevant periods reported. The accounts of businesses
acquired in transactions accounted for as purchases are included from their
respective dates of acquisition.
 
     The unaudited data for the three months and six months ended June 30, 1994
and 1995, include, in the opinion of the Company's management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the information for such periods. The results of operations of the interim
periods are not necessarily indicative of the results that may be expected for
the full year.
 
<TABLE>
<CAPTION>
                                                                              FOR THE THREE MONTHS
                                                                                     ENDED                 FOR THE SIX MONTHS
                                       FOR THE YEAR ENDED DECEMBER 31,              JUNE 30,                 ENDED JUNE 30,
                                      ---------------------------------      ----------------------      ----------------------
                                        1992        1993        1994           1994          1995          1994          1995
                                      --------    --------    ---------      --------      --------      --------      --------
                                                              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                   <C>         <C>         <C>            <C>           <C>           <C>           <C>
Statement of Operations Data:
  Operating revenues................. $351,359    $382,234    $ 434,224      $113,514      $111,229      $211,485      $212,471
                                      --------    --------     --------      --------      --------      --------      --------
  Costs and expenses:
    Operating........................  208,928     217,345      257,370        66,754        63,597       124,987       121,877
    General and administrative.......   75,426      66,968       71,500        18,491        16,941        34,626        33,831
    Nonrecurring charges.............   51,047       2,672        8,863            --         4,040            --         4,733
    Merger costs.....................       --          --        3,782(1)      3,782(1)     25,073(2)      3,782(1)     25,073(2)
    Depreciation and amortization....   44,139      52,222       56,139        14,795        14,222        28,455        27,201
                                      --------    --------     --------      --------      --------      --------      --------
                                       379,540     339,207      397,654       103,822       123,873       191,850       212,715
                                      --------    --------     --------      --------      --------      --------      --------
  Income (loss) from operations......  (28,181)     43,027       36,570         9,692       (12,644)(3)    19,635          (244)(3)
                                      --------    --------     --------      --------      --------      --------      --------
  Other income (expense):
    Stockholder settlement and other
      litigation related costs.......  (10,853)     (5,500)     (79,400)           --            --            --            --
    Interest expense:
      Early redemption premiums, fees
        and nonrecurring interest....       --          --       (1,254)           --        (7,481)           --       (10,994)
      Other..........................  (35,840)    (35,975)     (32,084)       (8,368)       (7,890)      (16,507)      (16,103)
    Interest income..................    5,435       3,539        2,641           820           751         1,397         1,483
    Other, net.......................    1,699       1,915        1,877           381           254           541         1,367
                                      --------    --------     --------      --------      --------      --------      --------
        Total other income
          (expense)..................  (39,559)    (36,021)    (108,940)       (7,167)      (14,366)      (14,569)      (24,247)
                                      --------    --------     --------      --------      --------      --------      --------
  Income (loss) before income
    taxes............................  (67,740)      7,066      (72,370)        2,525       (27,010)        5,066       (24,491)
  Income tax provision(4)............      479       6,018        3,908           729           829         2,148         3,166
                                      --------    --------     --------      --------      --------      --------      --------
  Income (loss) from continuing
    operations.......................  (68,219)        988      (76,278)        1,796       (27,839)        2,918       (27,657)
  (Loss) from discontinued
    operations.......................   (1,407)         --           --            --            --            --            --
  Gain on discontinued operations,
    net of income taxes..............    1,836          --           --            --            --            --            --
  Extraordinary income from
    forgiveness of debt, net of
    income taxes.....................   10,066          --           --            --            --            --            --
                                      --------    --------     --------      --------      --------      --------      --------
  Net income (loss)..................  (57,724)        988      (76,278)        1,796       (27,839)(5)     2,918       (27,657)(5)
  Preferred dividends................      152         582          565           185            --           565            --
                                      --------    --------     --------      --------      --------      --------      --------
  Income (loss) available to common
    shareholders..................... $(57,876)   $    406    $ (76,843)     $  1,611      $(27,839)     $  2,353      $(27,657)
                                      ========    ========     ========      ========      ========      ========      ========
  Income (loss) from continuing
    operations per share............. $  (1.60)   $   0.01    $   (1.55)     $   0.03      $  (0.54)     $   0.05      $  (0.54)
                                      ========    ========     ========      ========      ========      ========      ========
  Income (loss) per common share..... $  (1.36)   $   0.01    $   (1.55)     $   0.03      $  (0.54)     $   0.05      $  (0.54)
                                      ========    ========     ========      ========      ========      ========      ========
  Weighted average number of common
    and common equivalent shares.....   42,707      45,885       49,671        49,199        51,704        48,880        51,409
                                      ========    ========     ========      ========      ========      ========      ========
</TABLE>
 
                                       12
<PAGE>   14
 
<TABLE>
<CAPTION>
                                                                          AS OF JUNE 30, 1995
                                                                        ------------------------
                                                                                     AS FURTHER
                                                                         ACTUAL      ADJUSTED(6)
                                                                        --------     -----------
<S>                                                                     <C>          <C>
Balance Sheet Data:
  Cash and cash equivalents...........................................  $ 41,710      $  42,608
  Working capital.....................................................     4,404          7,385
  Total assets........................................................   813,708        814,606
  Long-term debt, excluding current maturities........................   444,270        329,507
  Stockholders' equity................................................   137,709        305,450
</TABLE>
 
- ---------------
 
(1) Reflects nonrecurring costs related to the merger of the Company and
    Envirofil, Inc. on May 27, 1994.
 
(2) Reflects nonrecurring costs related to the Chambers Merger, consisting of
    transaction costs ($11.9 million), severance and other termination benefits
    ($9.5 million), and nonrecurring costs relating to the integration of the
    operations of the combined companies ($3.7 million).
 
(3) Income (loss) from operations excluding unusual items and merger costs was
    $16.5 million and $29.6 million for the three and six months ended June 30,
    1995, respectively.
 
(4) The Company may utilize Chambers' net operating loss carryforwards to offset
    future income for federal income tax purposes. As a result of an issuance
    of Common Stock in connection with one of the acquisitions in August 1995,
    an "ownership change" within the meaning of Section 382 of the Internal
    Revenue Code of 1986, as amended, occurred, which will limit the Company's
    potential utilization of Chambers' net operating loss carry forwards to a
    maximum of approximately $32 million on an annual basis. In connection with
    the settlement relating to certain stockholder litigation of Chambers, the
    Company made a settlement payment of $75.6 million for the benefit of
    certain Chambers stockholders. The portion of such payment that is not
    characterized as a return of capital to such stockholders may be available
    as a deduction to the Company to offset taxable income.
 
(5) Net income (loss) before unusual items, merger costs and early redemption
    premiums, fees and nonrecurring interest was $7.7 million and $11.6 million
    for the three and six months ended June 30, 1995, respectively.
 
(6) Adjusted to reflect (i) additional borrowings by the Company subsequent to
    June 30, 1995, of $50.0 million under the Company's bank credit facility,
    (ii) the sale of approximately 6.3 million shares of Common Stock in the
    1995 Offering, the net proceeds from which in the amount of approximately
    $117.9 million, were used to repay indebtedness outstanding under the
    credit facility, (iii) the receipt of approximately $1.3 million by the
    Company in connection with the issuance of 137,500 shares of Common Stock
    upon the exercise of stock purchase warrants, and (iv) the effect of
    retirement of the Debentures, assuming all Debentures are converted to
    Common Stock. See "Capitalization."
 
                                       13
<PAGE>   15
 
                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
     The following is a general summary of certain anticipated United States
federal income tax consequences to a holder of Debentures of the conversion,
redemption, or sale of the Debentures. It deals only with Debentures held as
capital assets and not with special classes of holders, such as dealers in
securities or currencies, banks, tax-exempt organizations, life insurance
companies, persons that hold Debentures that are a hedge or that are hedged
against currency risks or that are part of a straddle or conversion transaction,
persons that are not United States holders, or persons whose functional currency
is not the U.S. dollar. A United States holder is a beneficial owner that is (i)
a citizen or resident of the United States, (ii) a domestic corporation, or
(iii) otherwise subject to United States federal income taxation on a net income
basis in respect of a Debenture. The summary is based on the Internal Revenue
Code of 1986, as amended (the "Code"), its legislative history, existing and
proposed regulations thereunder, published rulings and court decisions, all as
currently in effect and all subject to change at any time, perhaps with
retroactive effect. The Company has not requested a ruling from the Internal
Revenue Service (the "Service") with respect to the matters discussed herein.
 
     HOLDERS OF DEBENTURES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
CONSEQUENCES, IN THEIR PARTICULAR CIRCUMSTANCES, UNDER THE CODE AND THE LAWS OF
ANY OTHER TAXING JURISDICTION, OF THE CONVERSION, SALE, OR REDEMPTION OF THE
DEBENTURES.
 
CONVERSION
 
     In general, no gain or loss should be recognized by a holder of Debentures
upon the conversion of a Debenture into Common Stock of the Company, except to
the extent of any gain realized upon the receipt of cash in lieu of fractional
shares. A Debentureholder's basis in the Common Stock received on conversion
(including any fractional shares, which are deemed received and immediately
disposed of) generally will equal such holder's basis at the time of conversion
in the Debenture converted. A Debentureholder's holding period for the Common
Stock received on conversion will include such holder's holding period of the
Debenture converted.
 
SALE OR REDEMPTION
 
     In general, the sale or redemption of a Debenture will result in the
recognition of gain or loss to a holder of Debentures in an amount equal to the
difference between (i) the cash received in exchange for the Debenture less the
amount attributable to accrued interest not previously included in income (which
amount is taxable as ordinary income) and (ii) such holder's adjusted tax basis
in the Debentures. Except as discussed below under "Market Discount," such gain
or loss will be a capital gain or loss and will be long-term gain or loss if, at
the time of such disposition, the Debentures had been held for more than one
year.
 
MARKET DISCOUNT
 
     Special rules will apply to Debentures acquired with market discount. A
market discount note is, generally, a Debenture the stated redemption price at
maturity of which exceeds the Debentureholder's basis in the Debenture
immediately after acquisition. Generally, any gain recognized on the sale or
redemption of a market discount Debenture will be treated as ordinary income to
the extent of the accrued market discount on such note not previously included
in income. Market discount accrues either ratably or at a constant yield to
maturity, at the election of the Debentureholder. A holder of a market discount
Debenture also may elect to take market discount into income as it accrues.
 
     Although the matter is not free from doubt, a holder of a Debenture with
market discount should not have to recognize income on the conversion of the
Debenture, even with respect to market discount that has accrued but has not
been taken into account. Market discount not recognized on conversion will carry
over to the Common Stock acquired upon conversion thereof and will be recognized
as ordinary income to the extent of gain recognized upon the disposition of such
Common Stock, including any deemed disposition of fractional shares of Common
Stock for cash at the time of conversion.
 
                                       14
<PAGE>   16
 
BACKUP WITHHOLDING
 
     In general, backup withholding at a rate of 31% will apply to payments of
the proceeds of a sale, redemption or conversion of a Debenture if the holder is
not an "exempt recipient" and fails to provide an accurate taxpayer
identification number or to report all interest and dividends required to be
shown on its federal income tax returns. Individuals generally are not exempt
recipients, whereas corporations and certain other entities generally are exempt
recipients. To prevent backup withholding from the payment of cash in lieu of a
fractional share or the payment of the Redemption Price, any holder (other than
an exempt payee such as a corporation or tax-exempt organization) who has not
previously provided a valid IRS Form W-9 relating to the holder's Debentures
should provide a completed Form W-9 upon surrendering Debentures for conversion
or redemption.
 
                          DESCRIPTION OF CAPITAL STOCK
 
     The Company is authorized to issue 150,000,000 shares of Common Stock, par
value $0.01 per share, of which 53,848,249 shares were outstanding at September
30, 1995. The Company is also authorized to issue 10,000,000 shares of Preferred
Stock, $.01 par value (the "Preferred Stock"), none of which are outstanding.
 
COMMON STOCK
 
     Each holder of Common Stock is entitled to one vote per share held of
record on each matter submitted to stockholders. Cumulative voting for the
election of directors is not permitted, and the holders of a majority of shares
voting for the election of directors can elect all members of the Board of
Directors.
 
     Subject to the rights of any holders of Preferred Stock, holders of record
of shares of Common Stock are entitled to receive ratably dividends when and if
declared by the Board of Directors out of funds of the Company legally available
therefor. In the event of a voluntary or involuntary winding up or dissolution,
liquidation, or partial liquidation of the Company, holders of Common Stock are
entitled to participate ratably in any distribution of the assets of the
Company, subject to any prior rights of holders of any outstanding Preferred
Stock.
 
     Holders of Common Stock have no conversion, redemption, or preemptive
rights. All outstanding shares of Common Stock are, and the Shares offered
hereby will be, upon issuance and sale, validly issued, fully paid, and
nonassessable.
 
PREFERRED STOCK
 
     The Board of Directors is authorized, without further approval of the
stockholders, to issue the Preferred Stock in series and with respect to each
series, to fix its designations, relative rights (including voting, dividend,
conversion, sinking fund, and redemption rights), preferences (including with
respect to dividends and upon liquidation), privileges, and limitations. The
Board of Directors of the Company, without stockholder approval, may issue
Preferred Stock with voting and conversion rights, both of which could adversely
affect the voting power of the holders of Common Stock, and dividend or
liquidation preferences that would restrict Common Stock dividends or adversely
affect the assets available for distribution to holders of shares of Common
Stock upon the Company's dissolution.
 
AUTHORIZED BUT UNISSUED SHARES
 
     Authorized but unissued shares of Common Stock or Preferred Stock can be
reserved for issuance by the Board of Directors from time to time without
further stockholder action for proper corporate purposes, including stock
dividends or stock splits, raising equity capital, and structuring future
corporate transactions, including acquisitions.
 
                                       15
<PAGE>   17
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the Common Stock is The First National
Bank of Boston, Boston, Massachusetts.
 
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
 
     The Certificate of Incorporation of the Company provides that the directors
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"). The
foregoing limitation does not eliminate or limit the liability of a director for
any breach of a director's duty of loyalty to the Company or its stockholders,
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, for any transaction from which the director
derived an improper personal benefit, or for approval of the unlawful payment of
a dividend or an unlawful stock purchase or redemption. The Certificate of
Incorporation of the Company also provides that the Company shall indemnify, and
advance litigation expenses to, its officers, directors, employees, and agents
to the fullest extent permitted by the DGCL and all other laws of the State of
Delaware.
 
     The DGCL provides that the Company has the power to indemnify any person
who is sued or threatened to be made a named party in a proceeding, other than
an action by or in the right of the Company, because such person is or was a
director, officer, employee, or agent of the Company or is or was serving at the
request of the Company as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses actually and reasonably incurred by him in connection with such
proceeding. In order to be indemnified, the person must have (1) acted in good
faith; (2) acted in a manner he reasonably believed to be in or not opposed to
the best interests of the Company; and (3) with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
indemnification includes attorneys' fees, judgments, fines, and amounts paid in
settlement.
 
     The DGCL also provides that the Company may indemnify any person who is
sued or threatened to be made a named party in a proceeding by or in the right
of the Company to procure a judgment in its favor because such person is or was
a director, officer, employee, or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise. In order to
be indemnified, the person must have conducted himself in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company. No indemnification may be made, however, with respect to any claim,
issue, or matter as to which such person shall have been judged to be liable to
the Company unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
court shall deem proper.
 
     Indemnification by the Company is subject to a determination that the
director, officer, employee, or agent has met the applicable standard of
conduct. The determination must be made (1) by a majority vote of a quorum of
the Board of Directors, consisting only of directors who were not parties to
such action, suit or proceeding; (2) if such a quorum cannot be obtained, or
even if obtainable, if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or (3) by the stockholders of
the Company.
 
     The Company has entered into an Indemnification Agreement with each of its
directors and executive officers (the "Indemnitees") pursuant to which the
Company has agreed to indemnify and hold each of the Indemnitees harmless from
and against all expenses, including reasonable fees and expenses of counsel, and
all liabilities, including the amounts of any judgments, fines, penalties,
excise taxes, and amounts paid in settlement actually incurred by an Indemnitee
in connection with any threatened, pending or completed claim, action (including
any action by or in the right of the Company), suit, or proceeding (whether
formal or informal, or civil, criminal, administrative, legislative,
arbitrative, or investigative) in respect of which the Indemnitee is, was, or at
any time becomes, or is threatened to be made, a party, witness, subject, or
target, by reason of the fact that the Indemnitee is or was an authorized
representative of the Company; provided,
 
                                       16
<PAGE>   18
 
however, no indemnity shall be paid on account of the Indemnitee's conduct that
is finally adjudged to constitute willful misconduct or to have been knowingly
fraudulent, deliberately dishonest, or from which the Indemnitee derives an
improper personal benefit.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or person controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
 
                              STANDBY ARRANGEMENTS
 
     Under the terms and subject to the conditions of a Standby Agreement (the
"Standby Agreement"), Sanders Morris Mundy Inc. (the "Purchaser") has agreed to
purchase from the Company the Redemption Shares.
 
     The Purchaser may purchase Debentures in the market or otherwise prior to
the Expiration Date and has agreed to convert into Common Stock all of the
Debentures which it so purchases.
 
     The Company has been advised that the Purchaser proposes to offer any
Common Stock purchased from the Company or acquired on conversion by the
Purchaser of Debentures for resale as set forth on the cover page of this
Prospectus. The Purchaser may also make sales to certain securities dealers at
prices which may reflect concessions from the prices at which the shares are
then being offered to the public. The amount of such concessions will be
determined from time to time by the Purchaser. The sales of Common Stock so
offered are offered by the Purchaser subject to prior sale, when, as, and if
received by the Purchaser, and subject to its right to reject orders in whole or
in part. The Purchaser has agreed to remit to the Company not less than 75% of
the amount, if any, by which the aggregate net proceeds received by the
Purchaser from sales of the Shares exceeds the Redemption Price of the Shares if
the number of Redemption Shares is equal to or less than 369,811 and not less
than 50% of the amount, if any, by which the aggregate net proceeds received by
the Purchaser from sales of the Shares exceeds the Redemption Price of the
Shares if the number of Redemption Shares is greater than 369,811.
 
     Pursuant to the Standby Agreement, the Company has agreed to pay to the
Purchaser for the commitments undertaken by it under the Standby Agreement (i)
$200,000 (the "Standby Fee"), (ii) the Purchaser's out-of-pocket expenses
incurred in connection herewith, including fees and disbursements of counsel,
and (iii) $.40 per share for each share of Common Stock purchased by the
Purchaser pursuant to the Standby Agreement. If the Purchaser does not purchase
any Shares, in addition to paying the Purchaser the Standby Fee the Company has
agreed to reimburse the Purchaser for the fees and disbursements of its counsel.
 
     During the period beginning from the date of this Prospectus and continuing
to and including the Redemption Date, and, if the Purchaser purchases any
Shares, further continuing and including the date ending 90 days after the
Redemption Date, the Company has agreed not to offer, sell, contract to sell or
otherwise dispose of, any shares of Common Stock of the Company, any securities
of the Company substantially similar to the Common Stock or any securities
convertible into or exchangeable for shares of Common Stock or any such
substantially similar security (except for any securities, issued, offered, sold
or disposed of by the Company to its stock option and other benefit plans
maintained for its officers, directors, and employees or Common Stock issued or
distributed in connection with the conversion of any security of the Company
outstanding on the date of the Prospectus) without the Purchaser's prior written
consent.
 
     The Company has agreed to indemnify the Purchaser against certain
liabilities, including liabilities under the Securities Act or to contribute to
payments the Purchaser may be required to make in respect thereof.
 
     The Purchaser may assist in the solicitation of conversions by holders of
Debentures but will receive no commission therefor.
 
     Purchaser has from time to time performed various investment banking and
other financial services for the Company, for which it has received customary
compensation. These services have included acting as a
 
                                       17
<PAGE>   19
 
managing underwriter of the public offering of the Debentures. Two of the
Company's directors, John E. Drury and George L. Ball, are directors and
shareholders of the Purchaser.
 
                                 LEGAL MATTERS
 
     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Snell & Smith, A Professional Corporation, Houston,
Texas.
 
                                    EXPERTS
 
     The consolidated financial statements of the Company (i) as of December 31,
1993 and 1994, and for each of the three years in the period ended December 31,
1994, which are included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as amended by Form 10-K/A, and are included
and incorporated by reference into the Company's Joint Proxy Statement and
Prospectus dated May 19, 1995, and (ii) the supplemental consolidated financial
statements of the Company as of December 31, 1993 and 1994, and for each of the
three years in the period ended December 31, 1994, which are included in the
Company's Current Report on Form 8-K dated June 30, 1995, incorporated in this
Prospectus by reference have been audited by Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
 
     The consolidated financial statements of Envirofil for the year ended June
30, 1993 incorporated by reference in this Prospectus, and the combined
financial statements of the Acquired New Jersey Solid Waste Companies as of
December 31, 1992 and 1993 and for each of the three years in the period ended
December 31, 1993, incorporated into this Prospectus by reference to Envirofil's
Form 8-K filed with the Commission on February 28, 1994, as amended by
Envirofil's Form 8-K/A filed with the Commission on May 11, 1994, have been
incorporated by reference herein in reliance upon the reports of Arthur Andersen
LLP, independent public accountants, given on the authority of that firm as
experts in accounting and auditing in giving said reports.
 
     The consolidated financial statements of Chambers at December 31, 1993 and
1994, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus from the Company's Current Report
on Form 8-K dated June 30, 1995, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports (which contain an explanatory
paragraph describing a change in the method of accounting for contributions),
which are incorporated by reference herein, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
 
                                       18
<PAGE>   20
======================================   ====================================== 
                                         



                                                     3,172,226 SHARES          
                                                                               
                                                                               
                                                        USA WASTE              
                                                      SERVICES, INC.           
                                                                               
                                                                               
                                                                               
                                                       COMMON STOCK            
                                                                               
                                                                               
                                                                               
                                                   --------------------        
                                                                               
                                                        PROSPECTUS             
                                                   --------------------        
                                                                               
                                                                               
                                                                               
                                                   SANDERS MORRIS MUNDY        
                                                                               
                                                                               
                                                                               
                                                     NOVEMBER 1, 1995          
                                                                               
                                                          

======================================   ====================================== 


<PAGE>   21
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
<TABLE>
    <S>                                                                         <C>
    Securities and Exchange Commission registration fees......................  $ 22,698
    NYSE fees.................................................................    10,000*
    Trustees' and transfer agent fees.........................................    15,000*
    Printing and engraving....................................................    50,000*
    Legal services............................................................    20,000*
    Accounting services.......................................................    25,000*
    Blue sky fees and expenses................................................       500*
    Miscellaneous expenses....................................................    31,802*
                                                                                --------
              Total...........................................................  $175,000*
                                                                                ========
</TABLE>
 
- ---------------
 
* Estimated
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 102(b)(7) of the Delaware General Corporation Law provides that the
certificate of incorporation of a Delaware corporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director: (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involved intentional misconduct or a knowing violation of law,
(iii) under Section 174 of this title, or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision shall
eliminate or limit the liability of a director for any act or omission occurring
prior to the date when such provision becomes effective.
 
     The Restated Certificate of Incorporation of the registrant includes the
following provisions:
 
          Seventh: No director of the Corporation shall be personally liable to
     the Corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, provided that this provision shall not
     eliminate or limit the liability of a director for liability (i) for any
     breach of the director's duty of loyalty to the Corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) under Section
     174 of the General Corporation Law of Delaware or (iv) for any transaction
     from which the director derived an improper personal benefit. If the
     General Corporation Law of Delaware hereafter is amended to authorize the
     further elimination or limitation of the liability of directors, then the
     liability of a director of the Corporation, in addition to the limitation
     on personal liability provided herein, shall be limited to the fullest
     extent permitted by the amended General Corporation Law of Delaware. Any
     repeal or modification of this paragraph by the stockholders of the
     Corporation shall be prospective only, and shall not adversely affect any
     limitation on the personal liability of a director of the Corporation
     existing at the time of such repeal or modification. Neither this Restated
     Certificate of Incorporation nor any amendment, alteration, or repeal of
     this Article, nor the adoption of any provision of the Restated Certificate
     of Incorporation inconsistent with this Article, shall adversely effect,
     eliminate, or reduce any right or protection of a director of the
     Corporation hereunder with respect to any act, omission or matter
     occurring, or any action, suit, or claim that, but for this Article, would
     accrue or arise, prior to the time of such amendment, modification, repeal,
     or adoption of an inconsistent provision. All references in this Article to
     a "director" shall also be deemed to refer to such person or persons, if
     any, who pursuant to a provision of the Restated Certificate of
     Incorporation in accordance with subsection (a) of Section 141 of the
     Delaware General Corporation Law, exercise or perform any of the powers or
     duties otherwise conferred or imposed upon the board of directors by the
     Delaware General Corporation Law.
 
                                      II-1
<PAGE>   22
 
     Section 145 of the Delaware General Corporation Law provides as follows:
 
     145. INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. -- (a) A corporation may 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 (other than an action by or in the right of the corporation), 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 (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
 
     (b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor 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 (including attorneys' fees),
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
 
     (c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection (a) or (b) of this section,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees), actually and reasonably incurred
by him in connection therewith.
 
     (d) Any indemnification under the provisions of subsection (a) or (b) of
this section (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsection (a) or (b)
of this section. Such determination shall be made (1) by a majority vote of
directors who were not parties to such action suit or proceeding even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
 
     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized by the provisions of this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
 
     (f) The indemnification and advancement of expense provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders
 
                                      II-2
<PAGE>   23
 
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
 
     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was servicing at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
 
     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
 
     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services, by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
 
     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section, unless otherwise provided when authorized or
ratified, shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
 
     The Restated Certificate of Incorporation of the registrant includes the
following provision:
 
          Eighth: This Corporation shall, to the maximum extent permitted from
     time to time under the law of the State of Delaware, indemnify and upon
     request shall advance expenses to any person who is or was a party or is
     threatened to be made a party to any threatened, pending or completed
     action, suit, proceeding or claim, whether civil, criminal, administrative
     or investigative, by reason of the fact that such person is or was or has
     agreed to be a director or officer of this Corporation or any of its direct
     or indirect subsidiaries or while such a director or officer is or was
     serving at the request of this Corporation as a director, officer, partner,
     trustee, employee or agent of any corporation, partnership, joint venture,
     trust or other enterprise, including service with respect to employee
     benefit plans, against expenses (including attorney's fees and expenses),
     judgments, fines, penalties and amounts paid in settlement incurred in
     connection with the investigation, preparation to defend or defense of such
     action, suit, proceeding or claim; provided, however, that the foregoing
     shall not require this Corporation to indemnify or advance expenses to any
     person in connection with any action, suit, proceeding, claim or
     counterclaim initiated by or on behalf of such person. Such indemnification
     shall not be exclusive of other indemnification rights arising under any
     bylaws, agreement, vote of directors or stockholders or otherwise and shall
     inure to the benefit of the heirs and legal representatives of such person.
     Any person seeking
 
                                      II-3
<PAGE>   24
 
     indemnification under this Article shall be deemed to have met the standard
     of conduct required for such indemnification unless the contrary shall be
     established.
 
     The Bylaws of the registrant include indemnification provisions that
generally provide indemnification to directors and officers of the registrant in
the manner and to the extent permitted by Section 145 of the Delaware General
Corporation Law. However, the provisions corresponding to subsections 145(a) and
(b) are mandatory rather than permissive.
 
     The registrant has entered into Indemnification Agreements with each of its
directors and executive officers. Such Indemnification Agreements provide that
such persons (the "Indemnitees") will be indemnified and held harmless from all
expenses, including (without limitation) reasonable fees and expenses of
counsel, and all liabilities, including (without limitation) the amount of any
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually incurred by an Indemnitee with respect to any threatened, pending or
completed claim, action (including any action by or in the right of the
registrant), suit or proceeding (whether formal or informal, or civil, criminal,
administrative, legislative, arbitrative or investigative) in respect of which
such Indemnitee is, was or at any time becomes, or is threatened to be made, a
party, witness, subject or target, by reason of the fact that such Indemnitee is
or was a director, officer, agent or fiduciary of the registrant or serving at
the request of the registrant as a director, officer, employee, fiduciary or
representative of another enterprise. Such Indemnification Agreements also
provide that the registrant, if requested to do so by an Indemnitee, will
advance to such Indemnitee, prior to final disposition of any proceeding, the
expenses actually incurred by the Indemnitee subject to the obligation of the
Indemnitee to refund if it is ultimately determined that such Indemnitee was not
entitled to indemnification.
 
     The Company has a directors and officers reimbursement and liability
insurance policy that insures the Company's directors and officers against
certain liabilities.
 
     The Standby Agreement filed as Exhibit 1.1 to this Registration Statement
provides for indemnification and contribution by the Purchaser with respect to
certain liabilities of the registrant, its directors, officers, and other
controlling persons, including liabilities under the Securities Act of 1933.
 
ITEM 16. EXHIBITS.
 
<TABLE>
<S>                  <C>
        *1.1        --  Form of Standby Agreement.
         4.1        --  Restated Certificate of Incorporation of the Registrant [Incorporated
                        by reference to Exhibit 3.1 of the Registrant's Registration Statement
                        on Form S-4, File No. 33-60103].
         4.2        --  Bylaws of the Registrant [Incorporated by reference to Exhibit 3.2 of
                        the Registrant's Registration Statement on Form S-4, File No.
                        33-60103].
         4.3        --  Indenture dated September 1, 1992 (including form of Debenture),
                        between the Registrant and The First National Bank of Boston, as
                        Trustee, with respect to the 8 1/2% Convertible Subordinated
                        Debentures Due 2002 [Incorporated by reference to Exhibit 4.1 of the
                        Registrant's Registration Statement on Form S-1, File No. 33-50918].
        *5.1        --  Opinion of Snell & Smith, A Professional Corporation.
       *23.1        --  Consent of Snell & Smith, A Professional Corporation [Included in
                        Exhibit 5.1].
       *23.2        --  Consent of Coopers & Lybrand L.L.P.
       *23.3        --  Consent of Arthur Andersen LLP.
       *23.4        --  Consent of Deloitte & Touche LLP.
       *24.1        --  Powers of Attorney (Included on Page II-8).
       *99.1        --  Notice of Redemption of Debentures.
</TABLE>
 
                                      II-4
<PAGE>   25
 
- ---------------
 
* Filed herewith
 
ITEM 17. UNDERTAKINGS.
 
     (a) The undersigned 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;
 
             (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;
 
        Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the registrant pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference 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.
 
     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     (e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
 
     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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 or
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
 
                                      II-5
<PAGE>   26
 
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.
 
     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas on October 31,
1995.
 
                                            USA WASTE SERVICES, INC.
 
                                            By:    /s/  JOHN E. DRURY
                                               ------------------------------
                                               John E. Drury, Chief Executive
                                                          Officer
 
                                      II-6
<PAGE>   27
 
                               POWER OF ATTORNEY
 
     We, the undersigned officers and directors of USA Waste Services, Inc.,
hereby severally constitute Earl E. DeFrates and Gregory T. Sangalis, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names, in the capacities indicated
below, the Registration Statement on Form S-3 filed herewith and any amendments
to said Registration Statement, and generally to do all such things in our name
and behalf in our capacities as officers and directors to enable USA Waste
Services, Inc. to comply with the provisions of the Securities Act of 1933 as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
 
     Witness our hands on the date set forth below.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities and on October 31, 1995.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                          TITLE
<C>                                              <S>
             /s/  JOHN E. DRURY                  Chairman of the Board and Chief Executive
- --------------------------------------------       Officer
              John E. Drury                    

      /s/  DONALD F. MOOREHEAD, JR.              Vice Chairman of the Board and Chief
- --------------------------------------------       Development Officer
        Donald F. Moorehead, Jr.                                                                 

       /s/  DAVID SUTHERLAND-YOEST               President, Chief Operating Officer, and         
- --------------------------------------------       Director                                      
         David Sutherland-Yoest                                                                  

          /s/  EARL E. DEFRATES                  Executive Vice President, Chief Financial       
- --------------------------------------------       Officer and Treasurer                         
            Earl E. DeFrates                                                                     

          /s/  BRUCE E. SNYDER                   Vice President and Corporate Controller         
- --------------------------------------------       (Chief Accounting Officer)                    
             Bruce E. Snyder                                                                     

        /s/  JOHN G. RANGOS, SR.                 Vice Chairman of the Board                      
- --------------------------------------------                                                     
           John G. Rangos, Sr.                                                                   

        /s/  ALEXANDER W. RANGOS                 Executive Vice President for Development and    
- --------------------------------------------       Director                                      
           Alexander W. Rangos                   

           /s/  GEORGE L. BALL                   Director   
- --------------------------------------------     
             George L. Ball                                                                      

        /s/  RICHARD J. HECKMANN                 Director   
- --------------------------------------------                                                     
           Richard J. Heckmann                   

         /s/  WILLIAM E. MOFFETT                 Director                                                   
- -------------------------------------------- 
           William E. Moffett                

          /s/  PETER J. GIBBONS                  Director                  
- -------------------------------------------- 
            Peter J. Gibbons                 

</TABLE>

                                                                
                                     II-7
<PAGE>   28
                              INDEX TO EXHIBITS


Exhibit No.                       Description
- -----------                       -----------

    1.1           Form of Standby Agreement.

    5.1           Opinion of Snell & Smith, A Professional Corporation.

   23.2           Consent of Coopers & Lybrand L.L.P.

   23.3           Consent of Arthur Andersen LLP.

   23.4           Cosnent of Deloitte & Touche LLP.

   99.1           Notice of Redemption of Debentures.


