USA WASTE SERVICES, INC.
0000 XXXXXX, XXXXX 0000
XXXXXXX, XXXXX 00000
June [ ], 1998
Dear Stockholder:
As most of you are aware, USA Waste Services, Inc. ("USA Waste") has entered
into an agreement with Waste Management, Inc. ("Waste Management") pursuant to
which Waste Management will merge with, and become, a wholly owned subsidiary of
USA Waste. In the merger, each share of Waste Management common stock will be
converted into the right to receive 0.725 of a share of USA Waste common stock.
At a Special Meeting of Stockholders of USA Waste on Wednesday, July 15, 1998,
you will be asked to consider and approve several matters required to implement
the merger: amendments to the USA Waste charter, to become effective at the time
of the merger, to increase the number of authorized shares of USA Waste common
stock and to change the name of USA Waste to "Waste Management, Inc."; the
issuance of shares of USA Waste common stock to current Waste Management
stockholders in the merger; and amendments to the USA Waste Amended and Restated
1993 Stock Incentive Plan and the USA Waste 1996 Stock Option Plan for
Non-Employee Directors, to increase the aggregate number of shares of USA Waste
common stock that may be issued thereunder. The accompanying Joint Proxy
Statement/Prospectus presents the details of this proposed strategic merger.
USA WASTE'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE CHARTER AMENDMENTS REFERRED TO ABOVE, THE ISSUANCE OF SHARES OF
USA WASTE COMMON STOCK TO CURRENT WASTE MANAGEMENT STOCKHOLDERS IN THE MERGER
AND THE AMENDMENTS TO USA WASTE'S STOCK OPTION AND INCENTIVE PLANS REFERRED TO
ABOVE, AND RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF SUCH PROPOSALS.
Your Board of Directors believes that the merger represents a unique
strategic fit between two companies with similar business operations and
complementary geographical presence. The Board of Directors believes that the
merger should result in significant synergies for the combined company and a
number of other important advantages for USA Waste stockholders. For further
information regarding the merger, I urge that you read carefully the
accompanying Joint Proxy Statement/Prospectus and, specifically, the section
entitled "The Merger -- Reasons for the Merger; Recommendations of the Boards of
Directors."
Even if you plan to attend the Special Meeting in person, please complete,
sign and date and promptly return the enclosed proxy card in the enclosed
postage-prepaid envelope.
Sincerely,
Xxxx X. Xxxxx
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
