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EXHIBIT 99.1
WASTE INDUSTRIES, INC.
3301 Benson Drive, Suite 601
Raleigh, North Carolina 27609
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
December __, 2000
The undersigned hereby appoints ____________________, and each of them,
as proxies, each with full power of substitution, and hereby authorizes them to
represent and to vote, as designated below, all the shares of Common Stock of
Waste Industries, Inc., a North Carolina corporation (the "Company"), held of
record by the undersigned on _____________, 2000, at the Special Meeting of
Shareholders to be held at 3301 Benson Drive, First Floor, Raleigh, North
Carolina at __:__ _.m. on ________, 2000, or at any adjournment(s) thereof. The
following proposals to be brought before the meeting are more specifically
described in the accompanying Proxy Statement.
(1) To consider and act upon an Agreement and Plan of Merger providing
for the merger of the Company with and into Waste Industries, LLC, a limited
liability company which is wholly-owned by Waste Holdings, Inc., a North
Carolina corporation organized prior to the merger for the purpose of becoming a
holding company subsequent thereto (the "Holding Company"), pursuant to which
all of our shareholders will become shareholders of Waste Holdings on a
share-for-share basis.
VOTE FOR [ ] VOTE AGAINST [ ] ABSTAIN [ ]
(2) In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the meeting.
GRANT AUTHORITY [ ] WITHHOLD AUTHORITY [ ]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
(over)
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR APPROVAL OF PROPOSAL 1, AND IN THE DISCRETION OF THE
PROXIES WITH RESPECT TO ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE
SHAREHOLDERS AT THE MEETING.
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Signature
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Signature, if held Jointly
Please date and sign exactly as
name appears on your stock
certificate. Joint owners should
each sign personally. Trustees,
custodians, executors and others
signing in a representative
capacity should indicate the
capacity in which they sign.
Date: _________________________________, 2000
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. IF YOU ATTEND
THE MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
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