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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Allied Waste Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
019589
(CUSIP Number)
Ivan R. Cairns
Senior Vice-President & General Counsel
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
(905) 336-1800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 30, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 019589
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAIDLAW INC.
NOT APPLICABLE -- CANADIAN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
14,600,000
8 SHARED VOTING POWER
- -0-
9 SOLE DISPOSITIVE POWER
14,600,000
10 SHARED DISPOSITIVE POWER
- -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 of
Allied Waste Industries, Inc. ("Allied") the principal executive
offices of which are located at: 7201 East Camelback Road, Suite
375, Scottsdale, Arizona 85251.
Item 2. Identity and Background
This statement is being filed by Laidlaw Inc. ("Laidlaw"). Laidlaw
is a corporation continued under the laws of Canada whose principal
business and offices are located at: 3221 North Service Road,
Burlington, Ontario, Canada L7R 3Y8. Laidlaw through subsidiaries
is involved in the provision of hazardous waste services and
passenger services including the operation of school buses and
healthcare transportation.
The names, business addresses, principal occupations or employments
and citizenships (and the names, principal businesses and addresses
of the corporations or other organizations in which such employment
is conducted) of the executive officers and directors of Laidlaw
are set forth in Schedule 1 attached hereto and incorporated herein
by reference.
During the last five years neither Laidlaw nor to the best
knowledge of Laidlaw, the persons listed on Schedule 1 hereto has
(1) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (2) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgement, decree or final order enjoining future violations
of or prohibiting or mandating activities subject to federal or
state securities laws of finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
Laidlaw acquired from Allied the 14,600,000 shares of Allied common
stock and the other consideration described herein as a result of
the sale by Laidlaw and certain of its subsidiaries to Allied and
certain of its subsidiaries of Laidlaw's non-hazardous solid waste
operations (the "Transaction") pursuant to a Stock Purchase
Agreement dated as of September 17, 1996 (the "Stock Purchase
Agreement"). See Item 4.
Item 4. Purpose of Transaction
The purpose of the Transaction was for Laidlaw to sell to Allied
Laidlaw's non-hazardous solid waste operations.
Laidlaw's acquisition of the Allied common stock was for investment
purposes.
As additional consideration for the sale of its non-hazardous solid
waste operations, Laidlaw acquired a Warrant to purchase 20,400,000
shares of Allied's common stock (the "Warrant"), a $150 million 7%
Junior Subordinated Debenture due 2008 (the "7% Debenture") and a
Zero Coupon Junior Subordinated Debenture due 2008 (the "Zero
Coupon Debenture") (the 7% Debenture and the Zero Coupon Debenture
are collectively referred to herein as the "Debentures.") Certain
interest payments and prepayment upon a Change of Control (as
defined) of Allied may be made under certain circumstances by
Allied delivering shares of its common stock in accordance with the
terms of the 7% Debenture and a Subscription Agreement among the
parties dated December 30, 1996 (the "Subscription Agreement").
Prepayment upon a Change of Control (as defined) of Allied may be
made under certain circumstances by Allied delivering shares of its
common stock in accordance with the Zero Coupon Debenture and the
Subscription Agreement.
The 14,600,000 shares of Allied's common stock delivered at the
closing on December 30, 1996 (the "Closing Date") and to be
delivered upon exercise of the Warrant and to be delivered, under
certain circumstances, under the Debentures were not, and are not
expected to be, registered under the Securities Act of 1933 (the
"Securities Act"). Allied has granted certain registration rights
covering the securities described above to Laidlaw under a
Registration Rights Agreement dated December 30, 1996 (the
"Registration Agreement"). See Item 6.
Two of Laidlaw's officers will become directors of Allied and the
Stock Purchase Agreement contains certain standstill provisions
governing Laidlaw's conduct with respect to Allied. See Item 6.
Item 5. Interest in Securities of the Issuer
(a) Laidlaw beneficially owns 14,600,000 shares of Allied's common
stock or approximately 19.5% of the outstanding shares of Allied's
common stock.
(b) Laidlaw has the sole power to vote and dispose of the Allied
shares of common stock it beneficially owns subject to the
agreements described in Items 4 and 6.
(c) Laidlaw acquired the shares of common stock it beneficially
owns on the Closing Date. See Items 3 and 4.
(d) None
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As part of the Transaction, Laidlaw and Allied executed the Stock
Purchase Agreement and various other agreements.
Stock Purchase Agreement
The Stock Purchase Agreement (together with certain ancillary
agreements) contains, among other provisions, representations and
warranties made by both parties, guarantees, indemnifications, non-
compete obligations, a post-closing adjustment, and an option
agreement that provides Allied, for a four-month period following
the Closing Date, the option to acquire two solid waste companies
(recently acquired by Laidlaw) and not included in the Transaction
for $14,800,000.
The consideration paid to Laidlaw on the Closing Date consisted of,
subject to a post-closing adjustment:
(i) $1,200,000,000 cash;
(ii) the 14,600,000 shares of Allied's common stock (the "Stock
Consideration");
(iii) the 7% Debenture;
(iv) the Zero Coupon Debenture; and
(v) Warrant to purchase 20,400,000 shares of Allied's common stock
at $8.25 per share.
The 7% Debenture and the Zero Coupon Debenture are described in
Item 4; see also the description of the Subscription Agreement
below. The Warrant is described below.
The Stock Purchase Agreement also provides:
Board Representation. Promptly after consummation of the
Transaction, Allied shall increase the size of its Board of
Directors to enable James R. Bullock, the President and Chief
Executive Officer of Laidlaw, and Ivan R. Cairns, the Senior Vice
President and General Counsel of Laidlaw, or two other officers of
Laidlaw designated by Laidlaw and reasonably acceptable to Allied,
to be appointed to the Board of Directors. Until the earliest to
occur of (i) the fifth anniversary of the Closing Date or (ii) the
first date when the number of shares of Allied's common stock held
by Laidlaw and its affiliates represents less than 10% of the
number of shares of Allied voting securities then issued and
outstanding, Allied will be required by the Stock Purchase
Agreement, subject to fiduciary obligations under applicable law,
to use its best efforts to cause such two designees of Laidlaw to
be nominated for election to the Board of Directors by the
stockholders of Allied. Upon the occurrence of either event
specified in clauses (i) or (ii) in the preceding sentence,
Laidlaw's designees to the Board of Directors will be required to
immediately resign from the Board of Directors.
Attendance at Stockholders Meetings. Until the earliest to occur
of the fifth anniversary of the Closing Date or the date when
Laidlaw and all of its affiliates collectively beneficially own a
number of shares of Allied voting securities which would represent
less than 10% of the then issued and outstanding voting securities
of Allied, Laidlaw agrees to cause all shares of Allied voting
securities from time to time owned of record or beneficially by
Laidlaw or any of its affiliates to be present at all stockholder's
meetings of Allied at which the vote of Allied's stockholders is
sought, so that they may be counted for the purpose of determining
the presence of a quorum at such meetings.
Standstill. Until the earlier to occur of the fifth anniversary of
the Closing Date or the date on which Laidlaw and all of its
affiliates collectively own a number of shares of Allied common
stock which would represent less than five percent of the then
issued and outstanding voting securities of Allied, Laidlaw and
each of its affiliates will not: (i) acquire, offer to acquire, or
agree to acquire, directly or indirectly, by purchase or otherwise,
any voting securities or voting rights or direct or indirect rights
or options to acquire any voting securities of Allied or any of its
affiliates other than as a result of a stock split, stock dividend
or similar recapitalization; (ii) make or cause to be made any
proposal for an Allied Reorganization Transaction (as hereinafter
defined) except (x) as expressly contemplated in the Stock Purchase
Agreement, or (y) proposals pursuant to customary business
transactions in the ordinary course of Allied's business; (iii)
form, join or in any way participate in a "group" (within the
meaning of Section 13(d) (3) of the Securities Exchange Act of 1934
[the "Exchange Act"]) with respect to any securities of Allied or
its affiliates; (iv) make, or in any way cause or participate in,
any "solicitation" of "proxies" to vote (as those terms are defined
in Regulation 14A under the Exchange Act) with respect to Allied or
its affiliates, or communicate with, seek to advise, encourage or
influence any person or entity, in any manner, with respect to the
voting of, securities of Allied or its affiliates, or become a
"participant" in any election contest" (as those terms are defined
or used in Rule 14a-11 under the Exchange Act) with respect to
Allied or its affiliates; (v) initiate, propose or otherwise
solicit stockholders for the approval of one or more stockholder
proposals with respect to Allied or its affiliates or induce or
attempt to induce any other person or entity to initiate any
stockholder proposal, or seek election to or seek to place a
representative on the Board of Directors or its affiliates or seek
the removal of any member of the Board of Directors or its
affiliates; (vi) in any manner, agree, attempt, seek or propose (or
make any request for permission with respect thereto) to deposit
any securities of Allied or its affiliates, directly or indirectly,
in any voting trust or similar arrangement or to subject any
securities of Allied or its affiliates to any other voting or proxy
agreement, arrangement or understanding; (vii) directly or
indirectly offer, sell or transfer any Allied common stock or
rights to receive Allied common stock (including without limitation
the Stock Consideration, shares of common stock issued upon
exercise of the Warrant, or rights to receive common stock pursuant
to the Subscription Agreement) except for (a) sales made in
compliance with the Registration Agreement, (b) sales made in
compliance with Rule 144 under the Securities Act as in effect on
the Closing Date, (c) distributions or dividends of Allied common
stock to the shareholders of Laidlaw on a pro rata basis to all
shares of all classes of Laidlaw's then outstanding capital stock,
(d) sales to a person in a private transaction if, following such
sale, such person and its affiliates will beneficially own (used
herein as defined in Rule 13d-3 under the Exchange Act) 9% or less
of the total number of shares of Allied common stock then
outstanding, and (e) sales to a person or entity who makes a
proposal for an Allied Reorganization Transaction on the terms and
conditions of any Allied Reorganization Transaction; (viii)
directly or indirectly offer, sell or transfer the Warrant except
in compliance with the terms of Section 3.1 of the Warrant; (ix)
disclose any intention, plan or arrangement, or make any public
announcement (or request permission to make any such announcement),
or induce any other person to take any action, inconsistent with
the foregoing; (x) enter into any negotiations, arrangements or
understandings with any third party with respect to any of the
foregoing; (xi) advise, assist or encourage or finance (or assist
or arrange financing to or for) any other person in connection with
any of the foregoing; or (xii) otherwise act in concert with
others, to seek to control or influence the management, Board of
Directors or policies of Allied or its affiliates; provided, that
such restrictions shall not restrict or inhibit the rights of
Laidlaw to exercise its voting rights as a stockholder of Allied;
provided further that, the provisions of clauses (i) through (xii),
above, shall not apply to any Allied Reorganization Transaction
proposed by Laidlaw within 30 days of the proposal of an Allied
Reorganization Transaction by a person or entity that is not
cooperating or acting in collusion with an affiliate of Laidlaw.
As defined in the Stock Purchase Agreement, "Allied Reorganization
Transaction" means (i) any merger, consolidation, recapitalization,
liquidation or other business combination transaction involving
Allied; (ii) any tender offer or exchange offer for any securities
of Allied; or (iii) any sale or other disposition of assets of
Allied or any of its subsidiaries in a single transaction or in a
series of related transactions.
Restrictions on Resales. Laidlaw has agreed that until the earlier
to occur of the fifth anniversary of the Closing Date or the date
on which Laidlaw and all of its affiliates collectively own a
number of shares of Allied common stock which would represent less
than 5% of the then issued and outstanding voting securities of
Allied, Laidlaw nor its affiliates will directly or indirectly
offer, sell or transfer any Allied common stock or rights to
receive Allied common stock (including the Stock Consideration, any
shares of Allied common stock issued upon exercise of Warrant, and
any shares of Allied common stock issued in payment of interest on
or in prepayment of the Debentures under the Subscription
Agreement), except for (i) sales made in compliance with the
Registration Agreement, (ii) sales made in compliance with Rule 144
under the Securities Act as in effect on the Closing Date, (iii)
distributions or dividends of Allied common stock to the
shareholders of Laidlaw on a pro rata basis to all shares of all
classes of Laidlaw's now outstanding capital stock, (iv) sales in
a private transaction if, following the sale, the purchaser and its
affiliates will beneficially own 9% or less of the total number of
shares of Allied common stock then outstanding, and (v) sales made
pursuant to an Allied Reorganization Transaction on the terms and
conditions of such Allied Reorganization Transaction.
By its terms, the Warrant may not be transferred to any affiliate
of Laidlaw (other than a wholly-owned subsidiary of Laidlaw), and
may be transferred to others subject to limitations restricting the
amount of Allied common stock owned by the transferee.
Warrant
The Warrant is for the purchase of 20,400,000 shares of Allied
common stock at an exercise price of $8.25 per share. Both the
number of shares purchasable upon exercise of the Warrant and the
exercise price are subject to adjustment under certain
circumstances described in the Warrant. The Warrant will expire
twelve years from the Closing Date.
Laidlaw may exercise the Warrant only after the occurrence of a
Change of Control (as defined) of Allied. Any holder of the
Warrant other than Laidlaw or any of its affiliates may exercise
the Warrant without regard to the Change of Control requirement.
Laidlaw is permitted to transfer the Warrant to any wholly-owned
subsidiary of Laidlaw, but not to any other affiliate of Laidlaw
unless the transferee receives the Warrant (or Warrants issued upon
any split-up of the Warrant) pursuant to a pro rata distribution of
Warrants to all stockholders of all classes of Laidlaw's
outstanding capital stock. Laidlaw is permitted to transfer the
Warrant to anyone other than one of its affiliates, but only if,
after the transfer, the transferee and its affiliates beneficially
own 9% or less of the total number of shares of Allied common stock
then outstanding.
If Allied distributes to the holders of its common stock any rights
to subscribe for or to purchase its common stock or any options for
the purchase of its common stock or any stock or securities
convertible into or exchangeable for its common stock (all of which
are hereinafter referred to as "Convertible Securities"), and the
price per share for which shares of its common stock are issuable
upon the exercise, conversion or exchange of such Convertible
Securities is less than the Current Market Price (as hereinafter
defined) then in effect, then the exercise price and the maximum
number of shares of Allied common stock purchasable upon exercise
of the Warrant will be reduced to protect the holder of the Warrant
against dilution. If Allied (i) declares a dividend on all of its
outstanding shares of common stock payable in shares of its capital
stock, (ii) subdivides the outstanding shares of common stock,
(iii) combines the outstanding shares of common stock into a
smaller number of shares, or (iv) issues any shares of capital
stock by reclassification or reorganization of its common stock,
then in each such case the exercise price under the Warrant and the
number of shares of common stock issuable upon exercise of the
Warrant are required to be proportionately adjusted. Similar
adjustments are required to be made if Allied distributes to
holders of its common stock evidence of Allied's indebtedness or
assets of Allied.
In the Warrant and the Subscription Agreement (described below),
"Current Market Price" per share of Allied common stock on any
specified date means the average daily market prices of the Allied
common stock for the twenty consecutive trading days ending on the
third trading day before that date.
Registration Agreement
In the Registration Agreement delivered at the Closing Date, Allied
makes certain undertakings with respect to the registration of
certain Allied securities under United States federal and state and
Canadian provincial and territorial securities laws (collectively,
the "Securities Laws"). Subject to certain restrictions, the
Registration Agreement grants Laidlaw the right to demand on up to
five (and potentially six) occasions, the registration under the
Securities Laws of (i) the shares of Allied common stock
constituting the Stock Consideration, (ii) the Warrant and any
shares of Allied common stock issued upon exercise of the Warrant,
(iii) any shares of Allied common stock issued in payment of
interest on or in redemption of the Debentures as provided in the
Subscription Agreement, and (iv) any shares of Allied common stock
issued in connection with any stock dividend on, or any stock
split, reclassification or reorganization of shares of Allied
common stock referenced in the foregoing clauses (i), (ii) and
(iii) (collectively, the "Registerable Securities"). Laidlaw may
exercise its demand registration rights by sending Allied a written
request for registration, whereupon Allied must (i) prepare and
file (and use its best efforts to cause to become effective) a
registration statement under the federal securities laws and (ii)
use its reasonable efforts to effect the qualification under
Canadian securities laws, of the number of Registerable Securities
requested to be registered by Laidlaw; provided, however, that (x)
Laidlaw must request the registration of at least 5,000,000 shares
of Allied common stock and (y) all offerings contemplated by a
demand for registration shall be underwritten offerings involving
either a distribution of Registerable Securities to the public
where no single buyer, acting individually or with others,,
acquires more than 10% of such offering or a distribution by way of
dividend or other distribution to holders of Laidlaw stock where
such dividend or other distribution is made pro rata among the
holders of all such stock according to the number of shares held by
each of them. In addition, the Registration Agreement grants
unlimited incidental or piggyback" registration rights to Laidlaw.
All expenses of any registrations under the Registration Agreement
will be bone by Allied, except that Laidlaw will reimburse Allied
for any expenses relating to registration in Canada. Allied agrees
in the Registration Agreement to indemnify Laidlaw and others
against certain Securities Law liabilities.
Subscription Agreement
On the Closing Date, Allied and Laidlaw entered into a Subscription
Agreement under which Laidlaw will be required to subscribe for and
purchase shares of Allied common stock based on events related to
the Debentures. On each date when an installment of interest is
payable under the 7% Debenture (including an installment of
interest which has been deferred during the deferral period as
defined in the 7% Debenture), Allied will have the right under the
Subscription Agreement to require Laidlaw to purchase a number of
shares of Allied common stock equal to (i) the amount of the
installment of interest payable on that date divided by (ii) the
Current Market Price (defined above) of the Allied common stock as
of the date the installment of interest is payable, for an
aggregate purchase price equal to the amount of the installment of
interest due on such date. If a Change of Control occurs, and if
the resulting offer by Allied to prepay the Debentures is accepted,
Allied will have the right under the Subscription Agreement to
require Laidlaw to purchase a number of shares of its common stock
equal to (i) the amount which Allied will be required to prepay on
the Debentures (or one of them if the offer to prepay is accepted
as to only one of them) as a result of the Change of Control,
divided by (ii) the Current Market Price of the common stock as of
the date such prepayment is required to be made, for an aggregate
purchase price equal to the amount of the required prepayment.
Item 7. Material to Be Filed as Exhibits
The following are being filed as exhibits to this statement all of
which are, pursuant to Rule 12b-32 under the Exchange Act,
incorporated by reference to the definitive Proxy Statement of
Allied, dated December 7, 1996, except as otherwise indicated:
Exhibit A - Stock Purchase Agreement
Exhibit B - 7% Debenture
Exhibit C - Zero Coupon Debenture
Exhibit D - Warrant
Exhibit E - Subscription Agreement (incorporated by reference to
Exhibit D of the Form 8-K filed by Allied, dated October 2, 1996).
Exhibit F - Registration Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
LAIDLAW INC.
By: /s/ Ivan R. Cairns
---------------------------
Ivan R. Cairns
Senior Vice-President and General Counsel
SCHEDULE 1
Directors and Executive Officers of Laidlaw Inc. The name, present
principal occupation or employment of each of the directors and
executive officers of Laidlaw Inc., and the name, principal
business and address of any organization in which such employment
is conducted, are set forth below. Unless otherwise indicated, the
business address of each person listed below is c/o Laidlaw Inc.,
3221 North Service Road, P.O. Box 5028, Burlington, Ontario,
Canada, L7R 3Y8. Each director and executive officer listed below
is a citizen of Canada, except as otherwise indicated. Directors
are identified by an asterisk. The business and address of Laidlaw
Inc. is not repeated in this table.
Name, Title and Present Principal
Business Address Occupation or Employment
- ---------------------- -------------------------
James R. Bullock* President & Chief Executive Officer
President & Chief Executive Officer Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
William P. Cooper* President & Chief Executive Officer
President & Chief Executive Officer Cooper Construction Limited
Cooper Construction Limited
85 The East Mall
Toronto, Ontario M8Z 5W4
William A. Farlinger* Chairman
Chairman Ontario Hydro
Ontario Hydro
700 University Avenue - 19th Floor
Toronto, Ontario M5G 1X6
Ronald K. Gamey* Executive Vice-President
Executive Vice-President Canadian Pacific Limited
Canadian Pacific Limited
1800 Bankers Hall, East
855 2nd Street S.W.
Calgary, Alberta T2P 4Z5
Donald M. Green* Chairman
Chairman ACD Tridon Inc.
ACD Tridon Inc.
4145 N. Service Rd., Suite 200
Burlington, Ontario L7L 6A3
Martha O. Hesse* (U.S. Citizen) President
President Hesse Gas Company
Hesse Gas Company
6524 San Felipe, Suite 129
Houston, TX 77057
Jack P. Edwards* (U.S. Citizen) President & Chief Executive Officer
President & Chief Executive Officer Danzas Corporation
Danzas Corporation
3650-131st Avenue, S.E.
Suite 700
Bellevue, WA 98006
David P. O'Brien* President & Chief Executive Officer
President & Chief Executive Officer Canadian Pacific Limited
Canadian Pacific Limited
1800 Bankers Hall, East
855 2nd Street, S.W.
Calgary, Alberta T2P 4Z5
Gordon R. Ritchie* Chief Executive Officer
Chief Executive Officer Strategico Inc.
Strategico Inc.
45 O'Connor Street, 20th Floor
Ottawa, Ontario K1P 1A4
William W. Stinson* Director
Director Canadian Pacific Limited
Canadian Pacific Limited
1800 Bankers Hall East
855 2nd Street, S.W.
Calgary, Alberta T2P 4Z5
Stella M. Thompson* President
President Stellar Energy Ltd.
Stellar Energy Ltd.
2604 Toronto Crescent N.W.
Calgary, Alberta T2N 3W1
Peter N.T. Widdrington* Chairman of the Board
248 Pall Mall Street, Suite 400 Laidlaw Inc.
London, Ontario N6A 5P6
Ivan R. Cairns Senior Vice-President &
Senior Vice-President & General Counsel
General Counsel Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
Leslie W. Haworth Senior Vice-President &
Senior Vice-President & Chief Financial Officer
Chief Financial Officer Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
Jeffery Cassell Vice-President, Risk
Vice-President, Risk Management Management
Laidlaw Inc. Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
T.A.G. Watson Vice-President,
Vice-President, Communications Communications
Laidlaw Inc. Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
William R. Cottick Secretary
Secretary Laidlaw Inc.
Laidlaw Inc.
3221 North Service Road
Burlington, Ontario L7R 3Y8
