WESTERN WASTE INDUSTRIES
21061 South Western Avenue
Torrance, California 90501
TO OUR SHAREHOLDERS:
You are cordially invited to attend the Annual Meeting of
Shareholders that will be held at The Portofino Hotel,
260 Portofino Way, Redondo Beach, California 90277 on Friday,
January 5, 1996, at 11:00 a.m. Pacific Standard Time. A formal
notice setting forth the business to come before the meeting
and a proxy statement are attached.
In order that your shares may be represented, please sign
and return the enclosed proxy form. If you do attend the
meeting, you may withdraw your proxy and vote in person, if you
wish.
Shareholders of record at the close of business on
November 11, 1995, will be entitled to vote at the meeting. A
copy of the annual report for the fiscal year ended June 30,
1995, is being delivered to each shareholder of the Company
concurrently with the enclosed proxy material.
/s/ Kosti Shirvanian
KOSTI SHIRVANIAN
President and
Chairman of the Board
Page 1 of 26 <PAGE>
WESTERN WASTE INDUSTRIES
21061 South Western Avenue
Torrance, California 90501
TO THE SHAREHOLDERS OF WESTERN WASTE INDUSTRIES:
The Annual Meeting of Western Waste Industries will be
held at 11:00 a.m., Pacific Standard Time, on Friday,
January 5, 1996. The meeting will be held at The Portofino
Hotel, 260 Portofino Way, Redondo Beach, California 90277.
The meeting will be held for the following purposes:
1. To elect four Directors;
2. To consider and act upon a proposal to amend the
Company's 1992 Stock Option Plan (the "1992 Plan") to increase
the number of shares reserved for issuance under the 1992 Plan
from 2,000,000 to 3,000,000.
3. To ratify the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending June 30, 1996;
and
4. To transact such other business as may properly come
before the meeting and any adjournment thereof.
The shareholders of record at the close of business on
November 11, 1995, will be entitled to vote at the Annual
Meeting.
By Order of the Board of Directors
/s/ Savey Tufenkian
SAVEY TUFENKIAN
DATED: December 5, 1995
SO THAT YOUR STOCK WILL BE REPRESENTED AT THE MEETING IN THE
EVENT YOU ARE NOT PERSONALLY PRESENT, PLEASE DATE, SIGN AND
RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
EXECUTION OF THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ARE PRESENT AT THE MEETING.
Page 2 of 26 <PAGE>
WESTERN WASTE INDUSTRIES
-----------------------
PROXY STATEMENT
-----------------------
SOLICITATION
This Proxy Statement is furnished in connection with the
solicitation of the enclosed proxy by the Board of Directors of
Western Waste Industries (the "Company") for use at the Annual
Meeting of Shareholders of the Company to be held on Friday,
January 5, 1996, and any adjournment of such meeting. The
Proxy Statement and the enclosed form of proxy are first being
sent or furnished to shareholders on or about November 11,
1995. The cost of solicitation, including reasonable expenses
of brokers and others for forwarding proxy materials to
beneficial owners of shares, will be paid by the Company.
Solicitation will be made primarily by mail, and may also be
made by telephone or telegraph by officers or by regular
employees of the Company. The mailing address of the executive
offices of the Company is 21061 South Western Avenue, Torrance,
California 90501.
Any shareholder executing a proxy has the power to revoke
it at any time before it is voted by filing with the Secretary
of the Company either a written notice of revocation or a duly
executed proxy bearing a later date. Proxies may also be
revoked by any shareholder present at the meeting who elects to
vote his or her shares in person. Subject to such revocation,
all proxies which are properly signed and returned to the
Company in time will be voted in accordance with the
specifications so made.
The Board of Directors has fixed November 11, 1995, as the
record date for determination of shareholders entitled to
notice of and to vote at the meeting and any adjournment
thereof. As of November 11, 1995, the Company had 14,554,356
shares of Common Stock outstanding, each of which is entitled
to one vote on all matters. Cumulative voting is not permitted
for the election of directors. Shareholders representing a
majority of outstanding Common Stock must be present in person
or by proxy to constitute a quorum at the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information concerning the
shareholders known to the Company to have owned beneficially
Page 3 of 26 <PAGE>
more than five percent of the Company's outstanding Common
Stock as of November 11, 1995. Common Stock is the Company's
only voting security.
Percent of
Name and Address Number of Shares Common Stock
of Beneficial Owner Beneficially Owned Outstanding
------------------- ------------------ -----------
Kosti Shirvanian . . . . . 5,854,411<F1><F2> 36.9%
21061 South Western Avenue
Torrance, California 90501<F3>
FMR Corporation . . . . . . 2,163,200<F4> 14.9%
82 Devonshire Street
Boston, Massachusetts 02109
State of Wisconsin Investment
Board . . . . . . . . . . 1,359,000<F5> 9.3%
P.O. Box 7842
Madison, Wisconsin 53707
[FN]
<F1> These shares are the community property of Mr. Shirvanian
and his wife. Under California community property laws,
each spouse has management and control over community
property, although it is expected that Mrs. Shirvanian
would act in concert with Mr. Shirvanian.
<F2> Includes options to purchase 1,337,998 shares of the
Company's Common Stock, exercisable within 60 days.
<F3> Mr. Shirvanian is Chairman of the Board and President of
the Company.
<F4> Based upon Schedule 13G filed with the Securities and
Exchange Commission on February 13, 1995.
<F5> Based upon Schedule 13G filed with the Securities and
Exchange Commission on February 13, 1995.
To the knowledge of management, no other person owns
beneficially as much as 5% of the outstanding stock of the
Company. The tabulation under "Security Ownership of
Management" indicates the number of shares owned beneficially
by each nominee as of the record date.
-2-
Page 4 of 26 <PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of November 11,
1995, the amount of the Company's Common Stock beneficially
owned by each of its directors, each executive officer named in
the Summary Compensation Table and all directors and executive
officers as a group based on information obtained from such
persons.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
-------------------------------------------
Options Other
Sole Voting Exercisable Beneficial Percentage
and Investment Within Owner- of Common
Power 60 Days ship<F1> Total Stock
-------------- ----------- --------- ----- ---------
<S> <C> <C> <C> <C> <C>
Harry S. Derbyshire . . . . 27,000 64,333 -0- 91,333 *
Ramsey DiLibero . . . . . . 1,016 17,000 225 18,241 *
Lawrence F. McQuaide . . . 9,501 24,800 1,146 35,447 *
Dr. A.N. Mosich . . . . . . 6,000 37,333 -0- 43,333 *
Arnold J. Rothlisberger . . -0- 1,250 28 1,278 *
Kosti Shirvanian . . . . . 4,483,700<F2> 1,337,998 32,713 5,854,411 36.9%
John W. Simmons . . . . . . 7,000 57,333 -0- 64,333 *
Savey Tufenkian . . . . . . 250,106 348,333 18,571 617,010<F3> 4.1%
All Executive Officers and
Directors as a Group
(Eight Persons) . . . . . -- -- -- 6,725,386 40.9%
</TABLE>
[FN]
<F*> Percentage of Common Stock owned does not exceed 1%.
<F1> Includes shares allocated to the Executive Officer through
participation in the Company's 401(k) Savings and
Investment Plan (the "401(k) Plan"), according to the
latest statement for the 401(k) Plan.
<F2> Shares held by a trust over which Mr. Shirvanian and his
wife share voting and investment power.
<F3> Includes 27,092 shares, and options to purchase 57,500
shares exercisable within 60 days and 2,836 shares in the
401(k) Plan owned by Ralph Tufenkian, a vice president of
the Company and Mrs. Tufenkian's husband. Mr. and
Mrs. Tufenkian share voting and investment power.
-3-
Page 5 of 26 <PAGE>
PROPOSAL 1 - NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists
of seven members, who are divided into two classes. Class I
has four directors and Class II has three directors. Directors
are elected for terms of two years. At the Annual Meeting, the
term of office of the Class I directors will expire and the
four directors in that class will be elected to serve for a
term of two years and until their respective successors are
elected.
The Board intends to cause the nomination of the four
persons named below for election as directors. The directors
will be elected by the holders of the Common Stock. The
persons named as proxy holders in the accompanying form of
proxy have advised the Company that they intend at the Annual
Meeting to vote the shares covered by proxies held by them for
the election of the nominees named below. If any or all of the
nominees should for any reason become unable to serve or for
good cause will not serve, the persons named in the accompany-
ing form of proxy may vote for the election of such substitute
nominees, and for such lawful term or terms, as the Board may
propose. The accompanying form of proxy contains a discretion-
ary grant of authority with respect to this matter. The Board
of Directors has no reason to believe the nominees named, or
any of them, will be unable to serve if elected.
All the nominees, except Michael Palmer, were elected
members of the Board of Directors by the shareholders at the
1993 annual meeting of shareholders. Mr. Palmer was appointed
by the Board of Directors to fill a vacancy on June 30, 1995.
No arrangement or understanding exists between any of the
nominees and any other person or persons pursuant to which any
nominee was or is to be selected as a director or nominee.
The names of the nominees for Class I director and the
Class II directors who will continue in office after the Annual
Meeting until the expiration of their respective terms,
together with certain information regarding them, are as
follows:
-4-
Page 6 of 26 <PAGE>
Nominees and the Board of Directors
-----------------------------------
The following persons have been nominated to serve as
Directors for the ensuing two years.
First Year
Became Term Principal Occupation
Name (Age) Director Expires or Employment
----------------- -------- ------- -------------------
NOMINEES FOR CLASS I DIRECTOR
Ramsey G. DiLibero 1993 1997<F*> Chief Operating Officer of
(67) the Company since December
1993. Mr. Dilibero served
as Vice Chairman of
Browning-Ferris
International until he
retired in 1989.
Michael Palmer 1995 1997<F*> Mr. Palmer, a Certified
(46) Public Accountant, is a
partner in the public
accounting firm of Parks,
Palmer, Turner &
Yemenidjian, which he
co-founded in 1978.
John W. Simmons 1983 1997<F*> Business Consultant to
(77) various businesses.
Mr. Simmons retired in 1983
as a Senior Vice President
of Atlantic Richfield
Company.
Savey Tufenkian 1964 1997<F*> Executive Vice President
(66)<F1> since 1988 and Secretary
Treasurer of the Company
since its incorporation in
1964.
DIRECTORS CONTINUING IN OFFICE
CLASS II DIRECTORS
Harry S. Derbyshire 1983 1996 Chairman of the Board of
(70) J.C. Carter Company, Inc., a
manufacturer of aerospace
products. Prior to his
retirement in 1985,
Mr. Derbyshire was an
-5-
Page 7 of 26 <PAGE>
Executive Vice President of
Whittaker Corporation. He
also serves as a Director of
National Technical Systems,
Inc., an operator of high
technology testing
laboratories.
Dr. A.N. Mosich 1980<F2> 1996 Professor of Accounting,
(67) University of Southern
California until his
retirement in 1993.
Dr. Mosich is also an
author, consultant and
lecturer.
Kosti Shirvanian 1964 1996 Chairman of the Board of
(65)<F1> Directors, President and
Chief Executive Officer
since the Company's
incorporation in 1964.
[FN]
<F*> If elected at annual meeting
<F1> Kosti Shirvanian and Savey Tufenkian are brother and
sister.
<F2> Dr. Mosich served as a director of the Company from 1980
to 1983, when he resigned due to the time constraints of
personal business. He was re-elected a director in
September 1984.
Mr. Kosti Shirvanian, who owns beneficially 36.9% of the
outstanding shares of the Common Stock of the Company, intends
to vote for each of the nominees for director.
Board of Directors and Standing Committees
------------------------------------------
The Board of Directors is responsible for the overall
affairs of the Company. Regular meetings of the Board are to
be held five times each year, normally in February, May, July,
September and November. During the fiscal year ended June 30,
1995, the Board held a total of seven meetings. No incumbent
director attended fewer than 75% of the aggregate of (i) the
Board meetings held during the period he or she was a director
and (ii) the meetings held by all committees of the Board on
which he or she served during the periods he or she served.
The Board of Directors presently maintains three standing
committees: Audit Committee, Compensation Committee and
-6-
Page 8 of 26 <PAGE>
Nominating Committee, which are described below. Members of
these committees are elected annually at the regular Board of
Directors meeting immediately following the Annual Meeting.
AUDIT COMMITTEE - The Audit Committee presently is
comprised of Mr. Palmer, Mr. Simmons and Dr. Mosich. The
Audit Committee meets twice each fiscal year. The meetings
are scheduled to coincide with the commencement and the
completion of the annual audit by the Company's independent
auditors. The principal responsibilities of and functions
generally performed by the Audit Committee are as follows:
(i) recommendation of the accounting firm to be employed by
the Company as its independent auditors; (ii) consultation
with the Company's independent auditors with regard to the
audit plan; (iii) review of the Company's financial statements
with the independent auditors prior to publication;
(iv) determination that no restrictions are placed by management
on the scope or implementation of the independent auditors'
examination of the Company; and (v) consultation with the
independent auditors with respect to the adequacy of internal
accounting controls.
COMPENSATION COMMITTEE - The Compensation Committee
presently is comprised of Dr. Mosich and Mr. Simmons. The
Compensation Committee holds one regular meeting annually and
any additional meetings as required for the purpose of
reviewing and determining the compensation of all officers and
employee-directors, granting stock options and approving the
salary philosophy for all other employees.
NOMINATING COMMITTEE - The Nominating Committee
presently is comprised of Mrs. Tufenkian and Messrs. Shirvanian
and Derbyshire. The Nominating Committee meets once each year,
at least 90 days prior to the Annual Meeting, for the purpose
of nominating and recommending the selection of individuals to
comprise management's slate of nominees for the class of
directors to be elected for the ensuing year.
Non-employee directors receive fees of $10,000 per annum
plus $1,000 per Board meeting attended in person, in addition
to expenses reasonably incurred in attending meetings.
Directors also receive $1,000 per day for services rendered
beyond normal director duties. During fiscal 1995, the Company
paid Mr. Derbyshire $6,000, Dr. Mosich $5,250 and Mr. Simmons
$1,000 for consulting services. In addition, the Company
entered into a one-year agreement with Mr. Simmons whereby he
provided additional consulting services to the Company during
fiscal 1995. Mr. Simmons was paid $120,000 pursuant to the
agreement.
On July 5, 1994, each nonemployee director was granted
stock options to purchase 10,000 shares of the Company's Common
Stock at an exercise price equal to the fair market value per
share of the stock on the date of grant.
-7-
Page 9 of 26 <PAGE>
PROPOSAL 2 - APPROVAL OF AMENDMENT
TO 1992 STOCK OPTION PLAN
At the annual meeting of shareholders held on December 18,
1992, the shareholders approved the Western Waste Industries
1992 Stock Option Plan (the "1992 Plan"). On July 6, 1994, the
Board of Directors of the Company unanimously approved certain
amendments to the 1992 Plan (the "Amendments"). The Amendments
were approved by a vote of shareholders of the Company at a
meeting held on January 27, 1995. The Plan provides for the
grant of both non-qualified options and incentive stock
options, as described in Section 422A of the Internal Revenue
Code of 1986, as amended.
Management desires, subject to shareholder approval, to
amend the 1992 Plan to increase the number of shares reserved
for issuance under the 1992 Plan from 2,000,000 to 3,000,000.
The foregoing amendment was unanimously approved by the Board
of Directors of the Company on November 29, 1995.
The purpose of the proposed amendment is to permit the
Company to continue to attract and retain key employees of
ability and experience. Pursuant to the 1992 Plan, the Company
has granted options to purchase a total of 1,840,734 shares of
its Common Stock, of which options representing 1,789,066
shares have not been exercised. A total of 159,266 shares remain
available for grant under the 1992 Plan. Options representing
a total 1,873,799 shares granted under other stock option plans
of the Company are also outstanding and unexercised. The 1992
Plan is the only stock option plan of the Company under which
stock options may be granted.
A summary description of the 1992 Plan is provided below.
Administration
--------------
The 1992 Plan is administered by a committee of
non-employee members of the Board of Directors ("Committee").
The Committee, in its sole discretion, determines the
directors, officers and key employees to whom options are to be
granted, the type of stock options to be granted, the number of
shares to be optioned, the time of exercise and other terms and
provisions of each option. The 1992 Plan provides, however,
that the maximum number of shares of Common Stock subject to
options granted to any executive officer of the Company for a
fiscal year shall not exceed 300,000. The 1992 Plan also
provides that each nonemployee director of the Company shall
receive annually, on a prescribed date, options to purchase
10,000 shares of Common Stock at an exercise price equal to the
closing price of the Company's Common Stock on the date of
grant as reported on the New York Stock Exchange. This element
of the 1992 Plan may not be amended more than once every six
months other than to comply with applicable law. The Committee
is empowered to interpret the Plan, prescribe, amend, and
-8-
Page 10 of 26 <PAGE>
rescind the rules and regulations relating to the Plan, amend
the Plan, subject to certain limitations, and make all other
determinations necessary or advisable for the administration of
the Plan.
Option Terms
------------
The exercise price for shares covered by an incentive
stock option shall not be less than 100% of the fair market
value of the shares (or 110% if the optionee at the time the
option is granted owns stock representing more than 10% of the
total combined voting power of all classes of stock of the
Company) on the date the option is granted, as determined by
the Committee. The exercise price for shares covered by a non-
qualified stock option shall not be less than 50% of the fair
market value of the shares on the date the option is granted,
as determined by the Committee, except that, with respect to
non-qualified stock options granted to directors, the exercise
price shall not be less than 100% of the fair market value of
the shares on the date the option is granted, as determined by
the Board or Committee.
The price of any shares purchased upon exercise of an
option shall be paid in full at the time of purchase. Payment
for any number of shares purchased upon exercise of options
granted under the 1992 Plan may, at the option of the optionee,
be made by delivery to the Company of shares of the Common
Stock of the Company having a fair market value equal to the
exercise price of the option shares. Options shall be
exercisable at such times and for such period as may be fixed
by the Committee, provided that no option shall be exercisable
after ten years from the date of grant. In the event of a
dissolution of the Company, or a merger or consolidation where
the Company is not the surviving corporation and the surviving
corporation does not agree to exchange its options for options
granted under the 1992 Plan, all options granted under the 1992
Plan shall terminate, but an optionee shall have the right to
exercise any then outstanding option immediately prior to such
dissolution, merger or consolidation without regard to
restrictions on time of exercise, except expiration of the
option period.
Stock Subject to Plan
---------------------
The total number of shares of the Company's Common Stock,
no par value, currently reserved for issuance upon exercise of
options granted under the 1992 Plan is 2,000,000, of which a
total of 1,948,332 shares are either subject to outstanding
options or are available for grant, which is equivalent to
approximately 26.3% of the Company's current total shares
outstanding. An increase of 1,000,000 shares in the shares
reserved for issuance upon exercise of options granted under
the 1992 Plan would represent an aggregate number of 4,822,131
-9-
Page 11 of 26 <PAGE>
shares either represented by outstanding options or available
for grant or 33.2% of the Company's currently outstanding
shares. Provision is made for adjustment in the number of
option shares and exercise prices in the event of
recapitalization.
Eligibility
-----------
Incentive stock options may be granted only to employees
of the Company. Non-qualified stock options may be granted to
officers, key employees and directors of the Company, including
those who have been granted options under other stock option
plans of the Company.
Termination of Options
----------------------
If an optionee's employment is terminated for any reason
other than death, the options granted to the optionee may be
exercised at any time within 90 days, or in certain cases one
year after the date of termination, but not beyond the period
such option is exercisable, on the date of termination. Any
optionee who retires from the Company after at least ten years
of service will be allowed to exercise any and all options
granted under the qualified and non-qualified stock option plans
within one year from the time of retirement and any options which
are not vested at the time of retirement automatically vest upon
said retirement. If an optionee dies while in the employ of the
Company, the optionee's estate may exercise the options within
12 months from the date of death, but not beyond the option
period. Options shall not be affected by authorized leaves of
absence or by a change of employment so long as the optionee
continues to be a director, officer or employee of the Company.
In no case may an option be exercised more than ten years after
it is granted.
Options granted under the 1992 Plan are not transferable
except to the executor or administrator of the optionee's
duly appointed and acting guardian or conservator, and shall
be exercisable during the optionee's lifetime only by the
optionee or by such guardian or conservator for the benefit
of the optionee.
Suspension, Modification and Termination
----------------------------------------
The 1992 Plan may at any time, or from time to time, be
terminated, suspended, modified or amended by the Board. No
amendment, suspension or termination of the 1992 Plan shall,
without the consent of the optionee, alter or impair any rights
or obligations under any options granted under the 1992 Plan,
except as may be occasioned by the dissolution, or upon the
merger or consolidation of the Company where the Company is not
the surviving corporation and the surviving corporation does
not agree to exchange its options for options granted under the
1992 Plan, or in the event the Board determines, in its sole
discretion, that the Company cannot reasonably comply with the
applicable laws and rules in order to implement the 1992 Plan
-10-
Page 12 of 26 <PAGE>
or issue stock upon the exercise of outstanding options. In
addition, no such modification or amendment shall, without
shareholder approval, increase the number of shares authorized
for issuance upon the exercise of options, provide for the
grant of options with an exercise price per share less than the
amount set forth above or postpone the date of the expiration
of the Plan beyond the expiration date set forth below.
Non-Qualified Stock Options
---------------------------
There will be no federal income tax consequences to an
optionee upon the grant of a nonqualified stock option. Upon
the exercise of a non-qualified option, the optionee will
recognize taxable income in an amount equal to the fair market
value of the stock on the date of exercise less the exercise
price paid, and the Company will be allowed a corresponding tax
deduction for compensation expense in an amount equal to the
taxable income recognized by the optionee. Upon the subsequent
sale of shares acquired upon the exercise of a non-qualified
stock option, the optionee generally will recognize additional
gain or loss in an amount equal to the difference between the
proceeds received upon sale and the fair market value of such
shares on the date of exercise.
Incentive Stock Options
-----------------------
An optionee who exercises an incentive stock option, both
at the time of the initial grant of the option and at the time
of its exercise (unless the alternative minimum tax applies),
will recognize no income for federal income tax purposes. The
Company will generally not be entitled to a tax deduction for
compensation expense at the time of exercise of an incentive
stock option, except upon a disqualifying disposition as
described below. If an optionee holds stock acquired through
exercise of an incentive stock option for more than two years
from the date on which the option is granted and more than one
year from the date on which the shares are transferred to the
optionee upon exercise of the option, all gain or loss will be
recognized at the time of the disposition of the stock.
Generally, if the optionee disposes of the stock before the
expiration of either of these holding periods (a "Disqualify-
ing Disposition"), at the time of disposition the optionee will
realize taxable income equal to the lesser of (i) the excess of
the stock's fair market value on the date of exercise over the
exercise price or (ii) the optionee's actual gain, if any,
resulting from the purchase and sale. To the extent the
optionee recognizes income by reason of a Disqualifying
Disposition, the Company will be entitled (subject to the
satisfaction of any withholding obligation) to a corresponding
business expense deduction in the tax year in which the
disposition occurs.
The foregoing summary of the effects of current federal
income taxation upon optionees and the Company with respect to
shares issued under the 1992 Plan does not purport to be complete,
and reference is made to the applicable provisions of the
Internal Revenue Code of 1986, as amended.
-11-
Page 13 of 26 <PAGE>
Effective Date and Termination of Plan
--------------------------------------
The 1992 Plan became effective upon approval by the
affirmative vote of the holders of a majority of the
outstanding shares of the Common Stock of the Company present
and voting at the annual meeting of shareholders held on
December 18, 1992. Unless sooner terminated, the 1992 Plan's
authority to grant options shall expire on November 5, 2002
("Expiration Date"), but the 1992 Plan shall remain in full
force and effect beyond the Expiration Date for all options
granted prior to the Expiration Date.
The Board of Directors of the Company recommends a vote
FOR this proposal. Proxies solicited by the Board of Directors
will be voted FOR this proposal unless shareholders specify
otherwise in their proxies.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the
"Committee") has set forth below the components of the
Company's executive officer compensation programs and has
described the basis on which fiscal 1995 compensation decisions
were made by the Committee with respect to the executive
officers of the Company, including the executive officers that
are named in the compensation table.
Compensation Philosophy and Objectives
--------------------------------------
In creating its compensation programs, the Company
followed a philosophy that executive compensation is directly
linked to continuous improvements in corporate performance and
increases in shareholder value. The following objectives have
been utilized by the Committee as guidelines for its
compensation decisions:
Compensation should be meaningfully related to the value
created for shareholders.
Compensation programs should support the short and long-
term strategic goals and objectives of the Company.
Compensation programs should reflect and promote the
Company's values, and reward individuals for outstanding
contributions to the Company's success.
Short and long-term compensation play a critical role in
attracting and retaining well qualified executives.
-12-
Page 14 of 26 <PAGE>
Elements of Compensation Programs
---------------------------------
At least annually, the Committee reviews the Company's
executive officer compensation programs to ensure that pay
levels and incentive opportunities are competitive and reflect
the performance of the Company. The three basic components of
the program, each of which is intended to serve the overall
compensation philosophy, are as follows:
BASE SALARY - Base salary levels are, in part, estab-
lished through comparisons with companies of similar size
engaged in the same or similar business as that of the Company.
Actual salaries are based on individual performance of the
executive officer within a salary range reflecting job evalua-
tion and market comparisons. Base salary levels for executive
officers are reviewed annually and established within a range
deemed by the Committee to be reasonable and competitive. The
Committee recommended increases in base salary for the
executive officers in fiscal 1995 of up to 6%.
ANNUAL INCENTIVES - The Company's executive officers are
eligible to participate in an annual incentive compensation
program whose awards are based primarily on the attainment of
certain operating and individual goals. The objective of this
program is to provide competitive levels of compensation in
return for the attainment of certain financial objectives that
the Committee believes are primary factors in the enhancement
of shareholder value. In particular, the program seeks to
focus the attention of executive officers toward earnings
growth. Bonuses for executive officers of the Company under
this program are intended to be consistent with targeted awards
of companies of similar size and engaged in the same or similar
business as that of the Company. Actual awards are subject to
adjustment up or down, at the discretion of the Committee,
based on the Company's overall performance. For fiscal 1995,
the Compensation Committee awarded bonuses to executive
officers based upon the performance measures discussed above.
The bonuses are reflective of the Company's overall improvement
in earnings and total stockholder return in fiscal 1995.
LONG-TERM INCENTIVES - As an important element in
retaining and motivating the Company's senior management, the
Committee believes that those persons who have substantial
responsibility for the management and growth of the Company
should be provided with an opportunity to increase their
ownership of Company stock. Therefore, executive officers and
certain other key employees are eligible to receive stock
options from time to time, giving them the right to purchase
shares of Common Stock of the Company at a specified price in
the future. The number of stock options granted to executive
officers is based on various factors, including the respective
scope of accountability, strategic and operational goals and
anticipated performance and contributions of the individual
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Page 15 of 26 <PAGE>
executive. Each nonemployee director receives annually, on a
prescribed date, options to purchase 10,000 shares of Common
Stock at an exercise price equal to the closing price of the
Company's Common Stock on the date of grant as reported on the
New York Stock Exchange. Nonemployee directors constitute a
committee of disinterested directors to administer the granting
of all other options under the 1992 Plan.
SECTION 162(m) - "Compensation", as defined in
Section 162(m) of the Internal Revenue Code, as amended (the
"Code"), in excess of $1,000,000 per year paid to an executive
officer is not deductible by the Company unless such compensa-
tion in excess of $1,000,000 per year is payable pursuant to a
performance based plan, approved by the shareholders of the
Company. The Compensation Committee is in the process of
developing performance goals with respect to compensation
exceeding $1,000,000 per year payable to an executive officer.
Compensation for the President and Chief Executive Officer
----------------------------------------------------------
The Committee, in considering the compensation for the
President and Chief Executive Officer for fiscal 1995, reviewed
his existing compensation arrangements and the performances of
both Mr. Shirvanian and the Company. The Committee made the
following determinations regarding Mr. Shirvanian's
compensation:
- Based upon Mr. Shirvanian's and the Company's fiscal
1994 performance, the Committee increased
Mr. Shirvanian's base salary by 6%. In determining
Mr. Shirvanian's base salary increase, the Committee
considered the fact that he did not receive an
increase in base salary in either fiscal 1994 or
fiscal 1993.
- Based upon Mr. Shirvanian's and the Company's fiscal
1994 performance, the Committee awarded a bonus of
$150,000 to Mr. Shirvanian.
- In order to provide a long-term incentive to
Mr. Shirvanian, the Committee awarded him
non-qualified stock options to purchase 200,000
shares of the Company's common stock at fair market
value on the date of the grant and awarded him
incentive stock options to purchase 40,000 shares of
the Company's Common Stock at a price equal to 110%
of fair market value on the date of grant.
Summary
-------
The Committee believes, based upon its review of the
Company's compensation programs, that the compensation program
for executive officers of the Company is appropriate and
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Page 16 of 26 <PAGE>
competitive with the compensation programs provided by other
companies engaged in the waste management business. The
Committee also believes that the Company's incentive program
provides for awards appropriately related to the Company's and
individual performance. The Committee further believes that
the stock option program provides opportunities to participants
that are consistent with the returns that are generated on
behalf of the Company's shareholders.
Compensation Committee
of the Board of Directors
/s/ Dr. A.N. Mosich
/s/ John W. Simmons
Dr. A.N. Mosich, Chairman
John W. Simmons
Executive Compensation
----------------------
The following table sets forth certain information with
respect to compensation for services in all capacities paid by
the Company for the past three years, to the Chief Executive
Officer of the Company at June 30, 1995 and to each of the four
other most highly compensated executive officers of the Company
serving at June 30, 1995.
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Page 17 of 26 <PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------ ------------
Other Securities
Annual Underlying All Other
Name and Compen- Options Compen-
Principal Position Year Salary Bonus<F1> sation<F2>(Shares)<F3> sation<F4>
---------------------- ---- ------ -------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Kosti Shirvanian 1995 $785,866 $150,000 $-0- 240,000 $4,620
Chairman of the Board 1994 772,800 150,000 -0- 300,000 4,620
and President and 1993 786,800 -0- -0- 450,000<F5> 4,447
Chief Executive
Officer
Ramsey G. DiLibero 1995 208,000 25,000 -0- 20,000 6,220
Chief Operating 1994 121,600 25,000 -0- 24,000 -0-
Officer <F6> 1993 -- -- -- -- --
Savey Tufenkian 1995 197,874 40,000 -0- 40,000 4,631
Executive Vice 1994 187,680 40,000 -0- 50,000 4,497
President, 1993 204,680 -0- -0- 137,500<F5> 4,721
Secretary-Treasurer
Lawrence F. McQuaide 1995 167,852 15,000 -0- 12,000 896
Executive Vice 1994 160,080 12,000 -0- 15,000 6,878
President, Finance 1993 162,980 -0- -0- 33,000<F5> 812
Arnold J. Rothlisberger 1995 124,554 10,000 -0- 5,000 2,154
Vice President, 1994 -- -- -- -- --
General Counsel<F7>PR 1993 -- -- -- -- --
</TABLE>
[FN]
<F1> Includes bonus awards earned for performance in the fiscal
year noted even though such amounts are payable in
subsequent years.
<F2> No perquisites and other benefits exceed the lesser of
either $50,000 or 10 percent of the total of annual salary
and bonuses reported for the named executive officer.
<F3> In September 1992, the Compensation Committee approved the
repricing of the options granted on July 1, 1990 and
September 6, 1991 to $10-3/8 ($11.41 or 110% for
incentive stock options with respect to optionees owning
more than 10% of the outstanding shares of the Company's
Common Stock), the price of the Common Stock last reported
by the New York Stock Exchange as of the close of the
market on September 10, 1992. As a condition of the
-16-
Page 18 of 26 <PAGE>
repricing, the Committee required that the number of
outstanding options held by the optionees be reduced by
25%. The options issued on July 1, 1990 were 75% vested
effective July 1, 1993, and had an original exercise price
of $19-1/4 ($21.17 or 110% for incentive stock options
with respect to optionees owning more than 10% of the
outstanding shares of the Company's Common Stock). The
options issued on September 6, 1991 were 67% vested
effective September 6, 1993, and had an original exercise
price of $16-7/8.
<F4> The All Other Compensation column represents the amount of
the Company's matching contribution with respect to each
executive officer under the Company's 401(k) Savings and
Investment Plan.
<F5> Stock option grants for fiscal 1991 and 1992 were treated
as canceled and reissued in fiscal 1993. See note (3).
<F6> Mr. DiLibero joined the Company in December 1993 as Chief
Operating Officer.
<F7> Mr. Rothlisberger joined the Company in August 1994 as
Vice President, General Counsel.
The following table sets forth certain information with
respect to stock options granted to the executive officers
named in the Summary Compensation Table during fiscal 1995.
The Company does not grant any Stock Appreciation Rights.
<TABLE>
OPTION GRANTS IN THE LAST FISCAL YEAR
<CAPTION>
Grant Date
Individual Grants Value
------------------------------------------- ----------
Percentage
of Total
Number of Options
Securities Granted to
Underlying Employees Exercise Grant Date
Options in Fiscal Price Expiration Present
Name Granted (#) 1995 ($/Sh) Date Value($)<F1>
-------------------- ------------ ------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
Kosti Shirvanian 200,000<F2> 35.7% 20.00 7/05/04 2,652,000
40,000<F2> 7.1% 22.00 7/05/04 514,400
Ramsey G. DiLibero 20,000<F2> 3.6% 20.00 7/05/04 265,200
Savey Tufenkian 40,000<F2> 7.1% 20.00 7/05/04 530,400
Lawrence F. McQuaide 12,000<F2> 2.1% 20.00 7/05/04 159,120
Arnold J. Rothlisberger 5,000<F3> 0.7% 20.12 7/31/04 66,700
</TABLE>
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Page 19 of 26 <PAGE>
[FN]
<F1> Based upon the Black-Scholes option valuation model. The
actual value, if any, an executive may realize will depend
on the excess of the stock price over the exercise price
on the date the option is exercised. There is no
assurance the value realized will be at or near the value
estimated by the Black-Scholes model. The valuation model
uses certain assumptions. The assumptions used in this
valuation were: 6.3% risk-free interest rate, no dividends
and a volatility factor of 0.452.
<F2> Stock options granted on July 6, 1994 under the Company's
1992 Stock Option Plan. Options become fully exercisable
on July 6, 1998 with the exception of the stock options
representing 200,000 shares granted to Mr. Shirvanian
included in the same grant, which become fully exercisable
on July 6, 1997.
<F3> Mr. Rothlisberger joined the Company in August 1994 as
Vice President, General Counsel. He was granted stock
options representing 5,000 shares on August 1, 1994 under
the Company's 1992 Stock Option Plan. These options
become fully exercisable on August 1, 1998.
The following table sets forth certain information as to
each exercise of stock options during the year ended June 30,
1995 by the Executive Officers named in the Summary Compensa-
tion Table and the fiscal year-end value of unexercised
options:
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND JUNE 30, 1995 OPTION VALUES
<CAPTION>
Number of Securities
Underlying Unexercised
Options at June 30, 1995 In-the-Money Options
(#) at June 30, 1995($)<F1>
Shares Value --------------------- -----------------------
Acquired On Realized Unexer- Unexer-
Name Exercise(#) ($)<F1> Exercisable cisable Exercisable cisable
------------------ --------- -------- ----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Kosti Shirvanian -0- -0- 1,177,999 440,001 11,607,000 2,050,000
Ramsey G. DiLibero -0- -0- 8,000 36,000 60,500 123,500
Savey Tufenkian -0- -0- 230,833 106,667 2,293,100 667,500
Lawrence F. McQuaide 21,200 148,225 11,800 27,000 106,600 151,500
Arnold J. Rothlisberger -0- -0- -0- 5,000 -0- 625
</TABLE>
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Page 20 of 26 <PAGE>
[FN]
<F1> Computed based upon the difference between the aggregate
fair market value and the aggregate exercise price at the
exercise date or fiscal year end as appropriate.
PERFORMANCE GRAPH
The following performance graph compares the performance
of the Company's Common Stock to the S & P 500 Index and to the
Value Line Environmental Service Index for the Company's last
five fiscal years. The graph assumes that the value of the
investment in the Company's Common Stock and each index was
$100 at June 30, 1990 and that all dividends were reinvested.
June June June June June June
1990 1991 1992 1993 1994 1995
Western Waste 100 102 64 56 104 105
Industries
Value Line Index 100 79 74 75 69 76
S&P 500 100 107 122 138 140 177
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by
Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required during the
fiscal year ended June 30, 1995, all Section 16(a) filing
requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 1, 1968, the Company entered into a 25-year lease
with Mr. Shirvanian, for approximately three and one-half acres
of land in Carson, California, constituting about one-half of
the property utilized by the Company at its Carson transfer
station facility. The term of the lease has been extended to
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Page 21 of 26 <PAGE>
February 28, 1996. At the end of the lease term the
improvements on the land become the property of the lessor.
The Company pays insurance, taxes and maintenance on the
property. Rent is being paid at the rate of $14,953 per month.
This lease rate was determined on the basis of an independent
real estate appraisal of the fair market value of the property
completed on January 22, 1986, and is adjusted annually based
on the Consumer Price Index. The Company believes that the
terms of the lease, including the rent, are comparable to those
that would have been included in a lease entered into with an
independent third party for comparable property.
During fiscal 1989, the Company adopted a policy of making
interest-free short-term loans to officers, directors and key
employees to enable them to exercise stock options. During
fiscal 1991, Mrs. Tufenkian and Ralph Tufenkian, Vice
President, Corporate Projects (Mrs. Tufenkian's husband)
received short-term loans of $216,000 in connection with the
exercise of stock options. Mrs. Tufenkian and Mr. Tufenkian
have repaid $158,000 and $58,000 in fiscal 1994 and fiscal
1995, respectively. During fiscal 1992, Mr. Shirvanian,
received a short-term loan of $197,560 in connection with the
exercise of stock options and $121,177 for the purchase of a
life insurance policy, totalling $318,737. During fiscal 1993,
he received an additional loan of $166,550 and repaid $115,000.
In fiscal 1994, he repaid $150,000 leaving a balance of
$220,287 as of June 30, 1994 which was repaid in fiscal 1995.
In order to induce Mr. McQuaide to relocate to Southern
California, the Company loaned Mr. McQuaide $80,000 in 1984,
payable within ten years, with interest at 8% per annum, to
assist him in the purchase of a house. Due to the substantial
difference between the housing costs in Southern California and
some other parts of the nation, many companies located in
Southern California have had to make similar types of
arrangements to attract talented personnel from other parts of
the country. Mr. McQuaide repaid the remaining principal
indebtedness under the note of $35,000 in fiscal 1995.
In fiscal 1995, the Company and Mr. and Mrs. Kosti
Shirvanian and Ms. Linda Shirvanian as trustee of the Kosti and
Marian Shirvanian Family 1995 Irrevocable Trust (the "Trust")
entered into a split dollar life insurance agreement (the
"Agreement") providing for life insurance on the life of
Mr. Shirvanian or the lives of Mr. and Mrs. Shirvanian. The
owner and beneficiary of the policy is the Trust. The
beneficiaries of the Trust are the descendants of Mr. and
Mrs. Shirvanian. The Agreement stipulates that the Company
will pay an amount equal to the least of (i) two-thirds of the
entire amount of the premium (ii) the sum of $500,000 or
(iii) the largest amount which will not result in a charge to
the earnings of the Company for the fiscal year in which the
payment is made of more than $150,000, determined under the
-20-
Page 22 of 26 <PAGE>
accounting method which results in the least annual charges
over the longest appropriate period of time and conforms with
generally accepted accounting principles. The Trust shall pay
the balance of the premium. In fiscal 1995, the Company
recorded a receivable of $324,957, which is fully secured by
the cash surrender value of the policy, and expensed $150,000
related to this policy. Upon payment of the policy death
benefit, or upon surrender of the policy, the Company will be
entitled to reimbursement of the aggregate premiums advanced by
the Company. This agreement was unanimously approved by the
Board of Directors of the Company (with Mr. Shirvanian
abstaining).
All transactions between the Company and its officers,
directors, employees and shareholders or their affiliates have
been, and in the future will be, subject to the approval of a
majority of the independent and disinterested members of the
Board of Directors.
PROPOSAL 3 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The accounting firm of Ernst & Young LLP, Long Beach,
California, has served as independent auditors for the Company
since January 1985, and, subject to ratification by the share-
holders, has been appointed to serve as such for the fiscal
year ending June 30, 1996. A representative of Ernst & Young
LLP will be present at the annual meeting of shareholders and
will be given an opportunity to make a statement and will be
available to respond to appropriate questions from the
shareholders.
The Board of Directors of the Company recommends a vote
FOR the proposal to ratify the appointment of Ernst & Young LLP
as independent auditors for the fiscal year ending June 30,
1996. Proxies received by the Board of Directors will be so
voted unless shareholders specify a contrary choice.
OTHER BUSINESS
The Board of Directors is not aware of any matters that
are to be presented for action at the meeting other than those
set forth herein. Should any other matter requiring a vote of
the shareholders arise, the persons named as proxies in the
enclosed form of proxy will vote the shares represented thereby
in accordance with their best judgment in the interests of the
Company. Discretionary authority with respect to such other
matters is granted by the execution of the enclosed proxy.
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Page 23 of 26 <PAGE>
ADDITIONAL INFORMATION
A copy of the Annual Report to shareholders for the fiscal
year ended June 30, 1995 is being delivered concurrently with
this Proxy Statement to all shareholders entitled to notice of
and to vote at the Annual Meeting. The Annual Report is not
incorporated in this Proxy Statement and is not to be
considered proxy soliciting material.
Shareholder proposals, if any, which may be considered for
inclusion in the Company's proxy materials for the 1996 Annual
Meeting must be received by the Company at its principal execu-
tive office not later than August 1, 1996. To ensure prompt
receipt of the shareholder proposals by the Company, the
proposals should be sent by certified mail, return receipt
requested, to Secretary, Western Waste Industries, 21061 South
Western Avenue, Torrance, California 90501. The proposals must
comply with the proxy rules relating to shareholder proposals
in order to be included in the Company's 1996 proxy material.
By Order of the Board of Directors
/s/ Savey Tufenkian
SAVEY TUFENKIAN, Secretary
December 5, 1995
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Page 24 of 26 <PAGE>
WESTERN WASTE INDUSTRIES
21061 S. WESTERN AVENUE
TORRANCE, CALIFORNIA 90501
PROXY
This Proxy is solicited on behalf of the Board of
Directors for the Annual Meeting of the Shareholders on Friday,
January 5, 1996.
The undersigned shareholder(s) of WESTERN WASTE
INDUSTRIES does hereby constitute and appoint KOSTI SHIRVANIAN
and DR. A.N. MOSICH, and each of them, with full power of
substitution and revocation, the true and lawful attorney or
attorneys and proxies of the undersigned, to vote all shares of
the Common Stock of WESTERN WASTE INDUSTRIES owned by or of
record in the name of the undersigned, at the annual meeting of
its shareholders on Friday, January 5, 1996 at 11:00 A.M.,
Pacific Standard Time, and at any and all adjournments thereof,
in the manner specified below.
_____________ Please mark
Common your votes
as this
[X]
(continued on reverse side)
Page 25 of 26 <PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS
INDICATED, WILL BE VOTED "FOR" EACH OF THE NOMINEES FOR DIRECTOR
AND FOR EACH OF THE PROPOSALS.
Proposal 1 - Election of RAMSEY G. DILIBERO
Four Directors: MICHAEL PALMER
JOHN W. SIMMONS
SAVEY TUFENKIAN
FOR all WITHHOLD
nominees listed AUTHORITY (To withhold authority for any
at the right to vote for nominee, write individual's
(except as market all listed name in the space provided.)
to the contrary) at right
[ ] [ ] ______________________________
______________________________
Proposal 2 - To consider Should any other matters
and act upon a proposal to amend requiring a vote of the
the Company's 1992 Stock shareholders arise, the
Option Plan ("the 1992 Plan") attorneys above are authorized
to increase the number of shares to vote the same in accordance
reserved for issuance under with their best judgment in
the 1992 Plan from 2,000,000 the best interest of the
to 3,000,000. Company. Management is not
aware of any matter which is
FOR AGAINST ABSTAIN to be presented for action at
[ ] [ ] [ ] the meeting other than the
matters set forth herein.
(Please sign exactly as name
or names appear on notice of
meeting addressed to you.
Executors, administrators,
trustees or other
representatives should so
indicate when signing.)
Proposal 3 - To ratify
the selection of Ernst & Young
as auditors for the fiscal Dated_________________________
year ending June 30, 1996.
______________________________
Shareholders Signature
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ______________________________
Shareholders Signature
Page 26 of 26 <PAGE>
