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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended DECEMBER 31, 1994 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to ________
Commission File Number 1-11008
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
ALLWASTE RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
ALLWASTE, INC.
5151 San Felipe, Suite 1600
Houston, Texas 77056
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<PAGE>
ALLWASTE RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
In accordance with Item 4 of the Required Information for Form 11-K, the
following statements of financial condition for the Allwaste Retirement Savings
Plan have been prepared in accordance with the financial reporting requirements
of the Employee Retirement Income Security Act of 1974, as amended, and the
regulations promulgated thereunder.
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ALLWASTE RETIREMENT SAVINGS PLAN
INDEX TO THE FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES
Report of Independent Public Accountants
Item 1. Statements of Net Assets Available for Benefits as of December 31,
1994 and 1993
Item 2. Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1994 and 1993
Notes to Financial Statements as of December 31, 1994 and 1993
Exhibit I - Statements of Net Assets Available for Benefits by Investment
Fund as of December 31, 1994 and 1993
Exhibit II - Statements of Changes in Net Assets Available for Benefits by
Investment Fund for the Years Ended December 31, 1994 and 1993
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as
of December 31, 1994
Schedule II - Item 27d - Schedule of Reportable Transactions - Series of
Transactions for the Year Ended December 31, 1994
Item 3. Exhibit 23.1 - Consent of Independent Public Accountants
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Committee of the Allwaste Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Allwaste Retirement Savings Plan as of December 31, 1994 and
1993, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements and the schedules referred
to below are the responsibility of the Plan Committee. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan Committee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Allwaste
Retirement Savings Plan as of December 31, 1994 and 1993, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules of assets held for
investment purposes and reportable transactions - series of transactions are
presented for purposes of additional analysis and are not a required part of the
basic financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 19, 1995
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<PAGE>
ALLWASTE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND 1993
December 31, December 31,
1994 1993
---------- -----------
Investments, at market:
Allwaste, Inc. Common Stock,
cost $2,307,063 and $1,620,555,
respectively ............................ $2,381,549 $ 1,352,864
Delaware Group Delaware Fund, Inc.,
cost $2,176,426 and $1,356,582,
respectively ............................ 1,992,719 1,336,806
Delaware Group Institutional
Cash Reserve, Inc. (cost
approximates market) .................... 2,749,592 2,074,556
NationsBank Prime Portfolio
Trust A Shares (cost
approximates market) .................... 395,759 4,586
---------- -----------
Total investments ........................ 7,519,619 4,768,812
Contributions receivable:
Participants ............................. 83,042 248,038
Company .................................. 20,761 57,507
Accrued interest and dividends
receivable ............................... 64,629 105,029
Prefunded Company contributions ............ (24,422) --
Excess contributions payable ............... -- (2,748)
---------- -----------
Net assets available for benefits .......... $7,663,629 $ 5,176,638
========== ===========
The accompanying notes and exhibits are an integral part of
these financial statements.
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<PAGE>
ALLWASTE RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
For the Years Ended December 31,
--------------------------------
1994 1993
----------- -----------
Interest and dividend income ............. $ 180,419 $ 162,852
Realized gain on sale of investments ..... 58,877 2,682
Net unrealized appreciation (depreciation)
of investments .......................... 160,609 (424,107)
Contributions:
Participant ............................ 2,472,009 2,119,184
Company ................................ 472,600 439,782
Rollover ............................... 174,961 112,550
Refund of excess contributions ........... -- (2,748)
Distributions ............................ (1,032,484) (405,859)
----------- -----------
Increase in net assets available for
benefits for the year ................... 2,486,991 2,004,336
Net assets available for benefits at
beginning of year ....................... 5,176,638 3,172,302
----------- -----------
Net assets available for benefits
at end of year .......................... $ 7,663,629 $ 5,176,638
=========== ===========
The accompanying notes and exhibits are an integral part of
these financial statements.
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ALLWASTE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
The assets of the Allwaste Retirement Savings Plan (the "Plan") are reflected at
quoted market values at year end in the accompanying Statements of Net Assets
Available for Benefits. The unrealized appreciation (depreciation) of the assets
resulting from changes in market value has been recognized in the accompanying
Statements of Changes in Net Assets Available for Benefits. The financial
statements are presented on the accrual basis of accounting.
(2) DESCRIPTION OF THE PLAN-
ORGANIZATION AND ADMINISTRATION-
The Plan was established effective October 1, 1990, for the benefit of all
eligible personnel of Allwaste, Inc., and certain subsidiaries (collectively,
the "Company") that have adopted the Plan. Employees who are at least 21 years
of age and have one or more years of service as defined under the Plan (except
for employees subject to collective bargaining agreements that do not provide
for participation in the Plan and leased employees) are eligible to participate
in the Plan.
The Plan has established a trust for the purpose of receiving and investing
contributions and paying benefits under the Plan. NationsBank of Texas, N.A.
(the "Trustee") has served as trustee of the Plan since inception.
Responsibility for administration of the Plan is with the Company, which has
appointed a committee comprised of four members of management of the Company
(the "Plan Committee") to assist in Plan administration. Neither the Company nor
the Plan Committee receive any compensation from the Plan for their services in
administering the Plan. All expenses of the Plan administration, including those
of the Trustee, are paid by the Company, but to the extent not paid by the
Company such expenses will be paid by the Trustee from the Plan assets.
CONTRIBUTIONS-
A participant may contribute from 2 to 15 percent of eligible compensation for
each Plan year, subject to Internal Revenue Code (the "Code") limitations.
Contributions in excess of these limits are refunded to participants. The
Company matches 25 percent of the participant's contributions from 2 to 6
percent of eligible compensation. Participants may change their contribution
rates effective the first day of each calendar quarter, provided the participant
gives thirty days' written notice.
ERISA-
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
covers most employee benefit plans and provides certain minimum standards
relating to, among other things, participation, vesting of benefits, funding,
fiduciary responsibility and reporting to participants in such plans. The Plan
is subject to and in compliance with the provisions of Titles I, II and III of
ERISA, which contain the rules with respect to the
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aforementioned areas, but is not subject to the provisions of Title IV of ERISA
which deals with plan termination insurance.
INVESTMENT PROGRAMS-
There are three investment options available to participants. Fund A is invested
in the Delaware Group Institutional Cash Reserve, Inc. money market fund, the
assets of which are invested in high quality, short-term money market
instruments. Fund B is invested in the Delaware Group Delaware Fund, Inc.
balanced fund, the assets of which are invested in a combination of
publicly-traded corporate stocks, short-term government securities and high
grade corporate bonds. Fund C is invested in Allwaste, Inc. Common Stock and,
for interim periods, pending investment in Allwaste, Inc. Common Stock or
distribution of participant balances, in the NationsBank Prime Portfolio Trust A
Shares.
The Plan's statements of net assets available for benefits as of December 31,
1994 and 1993 and the related statements of changes in net assets available for
benefits for the years ended December 31, 1994 and 1993 are presented by
participant-directed funds on Exhibits I and II, respectively.
Participants may invest their contributions in any or all of the three funds in
increments of 25 percent. As of the first day of each calendar quarter, a
participant may change his investment elections regarding existing balances,
future contributions or both. Such changes must be made in 25 percent increments
and written notice thereof must be given 30 days in advance. The Company's
matching contributions are invested in Funds A, B and C in the same proportion
as the participant's contributions.
ALLOCATIONS TO PARTICIPANTS' ACCOUNTS-
Participant contributions and Company matching contributions are allocated
quarterly to each participant's account. Dividends and interest income and any
investment gains and losses are allocated quarterly in proportion to the
respective balances of the participants' accounts.
VESTING-
Participants are fully vested in their contributions. The Company's matching
contributions vest according to the following schedule:
YEARS OF SERVICE VESTING PERCENTAGE
---------------- ------------------
Less Than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
Non-vested amounts are forfeited upon termination of employment by participants.
Forfeitures are used to reduce future Company contributions.
DISTRIBUTIONS OF BENEFITS-
Benefits are payable to participants or to their designated beneficiaries, as
applicable, only at the time of their retirement, disability, death, or
termination of employment. In limited circumstances, account withdrawals may be
made for financial hardship in accordance with the Code guidelines for such
withdrawals.
Funds A and B are distributed in cash only, based upon the account balances as
of the last day of the quarter in which a distributable event occurs. For Fund
C, the participant determines whether the form of distribution will be either in
shares of Allwaste, Inc. Common Stock (with fractional shares and uninvested
amounts in cash) or
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in a lump-sum cash distribution. The market value of Allwaste, Inc. Common Stock
at the end of the calendar quarter in which the distributable event occurs is
used to determine the amount of the cash distribution.
The Company may terminate the Plan by appropriate resolution of its board of
directors. If the Plan is terminated, the total Company matching contributions
in the account of each participant shall become fully vested. In addition, under
conditions prescribed in the Plan regarding Plan termination, certain previously
forfeited amounts will be restored and fully vested for participants or former
participants. Thereafter, all vested amounts of each participant shall be paid
after provision is made for payment of the expenses of Plan administration,
termination and liquidation.
The Company has not expressed an intent to terminate or suspend any provisions
of the Plan.
(3) FEDERAL INCOME TAXES-
The trust established under the Plan is qualified under the Internal Revenue
Code of 1986 (the Code) and is exempt from federal income taxes. As of March 6,
1995, a determination letter that the Plan is tax-exempt has been requested from
the Internal Revenue Service but has not been received. The Company is of the
opinion that the Plan, as currently operating, is in compliance with all
applicable provisions of the Code. Therefore, the Plan Committee believes that
the Plan was qualified and the related trust was tax exempt as of December 31,
1994 and 1993.
(4) DISTRIBUTIONS DUE PARTICIPANTS-
Included in net assets available for benefits at December 31, 1994 and 1993, are
$427,629 and $367,455, respectively, of benefits requested but not yet paid to
participants of the Plan. These amounts are reported as a plan liability on the
Form 5500.
(5) SUBSEQUENT EVENTS-
AMENDED AND RESTATED PLAN-
The Company has stated its intention to adopt the NationsBank Defined
Contribution Master Plan and Trust effective July 1, 1995 (the "Effective Date")
as a complete amendment and restatement of the Plan. In conjunction therewith,
the Plan will be renamed to the Allwaste Employee Retirement Plan (the "Amended
and Restated Plan"). NationsBank of Georgia, N.A. will serve as trustee of the
Amended and Restated Plan.
TRANSITION PROCESS-
The transition from current service providers to NationsBank of Georgia, N.A.
will take place in the second and third calendar quarters of 1995. Participant
contributions will continue throughout this transition period. However,
processing of participant loans, hardship withdrawals, benefit payments,
termination distributions, and investment election changes will be suspended
temporarily during the transition period.
CONTRIBUTIONS-
Under the Amended and Restated Plan, participants will be able to contribute
from 1/2 to 15 percent of eligible compensation and the Company will match 50
percent of the participant's contributions from 1/2 to 3 percent of eligible
compensation. Participants will be able to change their contribution rates
quarterly under the Amended and Restated Plan. Changes will be permitted in
increments of 1/2 percent only.
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INVESTMENT PROGRAMS-
In addition to the Allwaste, Inc. Common Stock, the following investment options
will be available to participants under the Amended and Restated Plan beginning
July 1, 1995:
NationsBank Stable Capital Fund - 401(k)
Nations Balanced Assets Fund
Nations Managed Bond Fund - Trust A Shares
Fidelity Advisor Growth Opportunities Fund: Class A
Fidelity Advisor Strategic Opportunities Fund: Class A
Assets invested in the Delaware Group Delaware Fund, Inc. and the Delaware Group
Institutional Cash Reserve, Inc. at June 30, 1995 will be liquidated and will be
invested during the transition period in the NationsBank Stable Capital Fund -
401(k). Plan assets invested in Allwaste, Inc. Common Stock at June 30, 1995
will remain invested in Allwaste, Inc. Common Stock during the transition
period. Thereafter, assets will be invested in accordance with Amended and
Restated Plan documents and individual participant investment elections.
PARTICIPANT LOANS-
Under the Amended and Restated Plan, participants will be able to borrow up to
50 percent of their vested account balances. Participant loans will be made at
commercially reasonable rates in accordance with the loan policy adopted
pursuant to the Amended and Restated Plan, subject to applicable provisions of
the Code.
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<PAGE>
EXHIBIT I
ALLWASTE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund A Fund B Fund C
Money Market Equity Allwaste Stock
Fund Fund Fund Total
------------ ---------- -------------- ----------
<S> <C> <C> <C> <C>
Investments, at market:
Allwaste, Inc. Common Stock .......................... $ -- $ -- $ 2,381,549 $2,381,549
Delaware Group Delaware Fund, Inc. ................... -- 1,992,719 -- 1,992,719
Delaware Group Institutional Cash
Reserve Fund, Inc. (cost approximates market) ....... 2,749,592 -- -- 2,749,592
NationsBank Prime Portfolio
Trust A Shares (cost approximates market) ........... 118,023 126,206 151,530 395,759
----------- ---------- ----------- ----------
Total investments .................................... 2,867,615 2,118,925 2,533,079 7,519,619
Contributions receivable:
Participants ......................................... -- 40,478 42,564 83,042
Company .............................................. -- 10,120 10,641 20,761
Accrued interfund transfers ............................ (5,418) 15,056 (9,638) --
Accrued interest and dividends receivable .............. 11,084 53,097 448 64,629
Prefunded Company contributions ........................ (24,422) -- -- (24,422)
----------- ---------- ----------- ----------
Net assets available for benefits ...................... $ 2,848,859 $2,237,676 $ 2,577,094 $7,663,629
=========== ========== =========== ==========
</TABLE>
The accompanying financial statements and notes
are an integral part of this exhibit.
-11-
<PAGE>
EXHIBIT I
CONTINUED
ALLWASTE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Fund A Fund B Fund C
Money Market Equity Allwaste Stock
Fund Fund Fund Total
------------ ---------- -------------- ----------
<S> <C> <C> <C> <C>
Investments, at market:
Allwaste, Inc. Common Stock .......................... $ -- $ -- $ 1,352,864 $ 1,352,864
Delaware Group Delaware Fund, Inc. ................... -- 1,336,806 -- 1,336,806
Delaware Group Institutional Cash
Reserve, Inc. (cost approximates market) ............ 2,074,556 -- -- 2,074,556
NationsBank Prime Portfolio Trust A Shares
(cost approximates market) .......................... -- -- 4,586 4,586
----------- ----------- ----------- -----------
Total investments ................................... 2,074,556 1,336,806 1,357,450 4,768,812
Contributions receivable:
Participants ......................................... 103,748 65,720 78,570 248,038
Company .............................................. 23,365 17,540 16,602 57,507
Accrued interfund transfers ............................ (119,614) (39,862) 159,476 --
Accrued interest and dividends receivable .............. 7,441 97,507 81 105,029
Excess contributions payable ........................... (601) (1,249) (898) (2,748)
----------- ----------- ----------- -----------
Net assets available for benefits ...................... $ 2,088,895 $ 1,476,462 $ 1,611,281 $ 5,176,638
=========== =========== =========== ===========
</TABLE>
The accompanying financial statements and notes
are an integral part of this exhibit.
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<PAGE>
EXHIBIT II
ALLWASTE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund A Fund B Fund C
Money Market Equity Allwaste Stock
Fund Fund Fund Total
------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Interest and dividend income ........................... $ 82,280 $ 97,033 $ 1,106 $ 180,419
Realized gain on sale of investments ................... -- 58,877 -- 58,877
Net unrealized appreciation (depreciation)
of investments ........................................ -- (183,708) 344,317 160,609
Contributions:
Participant .......................................... 917,748 806,741 747,520 2,472,009
Company .............................................. 178,713 151,111 142,776 472,600
Rollover ............................................. 27,336 79,657 67,968 174,961
Interfund transfers .................................... (52,073) 67,239 (15,166) --
Distributions .......................................... (394,040) (315,736) (322,708) (1,032,484)
----------- ----------- ----------- -----------
Increase in net assets available
for benefits for the year ............................ 759,964 761,214 965,813 2,486,991
Net assets available for benefits at
beginning of year .................................... 2,088,895 1,476,462 1,611,281 5,176,638
----------- ----------- ----------- -----------
Net assets available for benefits at
end of year .......................................... $ 2,848,859 $ 2,237,676 $ 2,577,094 $ 7,663,629
=========== =========== =========== ===========
</TABLE>
The accompanying financial statements and notes
are an integral part of this exhibit.
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<PAGE>
EXHIBIT II
CONTINUED
ALLWASTE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Fund A Fund B Fund C
Money Market Equity Allwaste Stock
Fund Fund Fund Total
------------ ----------- -------------- -----------
<S> <C> <C> <C> <C>
Interest and dividend income ................... $ 38,383 $ 123,506 $ 963 $ 162,852
Realized gain on sale of investments ........... -- 2,682 -- 2,682
Net unrealized (depreciation) of investments ... -- (28,415) (395,692) (424,107)
Contributions:
Participant .................................. 864,453 565,995 688,736 2,119,184
Company ...................................... 183,095 116,782 139,905 439,782
Rollover ..................................... 4,167 19,568 88,815 112,550
Interfund transfers ............................ (196,393) 13,686 182,707 --
Refund of excess contributions ................. (601) (1,249) (898) (2,748)
Distributions .................................. (193,792) (143,314) (68,753) (405,859)
----------- ----------- ----------- -----------
Increase in net assets available
for benefits for the year .................... 699,312 669,241 635,783 2,004,336
Net assets available for benefits
at beginning of year ......................... 1,389,583 807,221 975,498 3,172,302
----------- ----------- ----------- -----------
Net assets available for benefits
at end of year ............................... $ 2,088,895 $ 1,476,462 $ 1,611,281 $ 5,176,638
=========== =========== =========== ===========
</TABLE>
The accompanying financial statements and notes
are an integral part of this exhibit.
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<PAGE>
SCHEDULE I
ALLWASTE RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
Market
Shares or Units Cost Value
--------------- ---------- ----------
Allwaste, Inc. Common Stock (1) ... 423,429 $2,307,063 $2,381,549
Delaware Group Delaware Fund, Inc. 115,654 2,176,426 1,992,719
Other investments, at cost which
approximates market:
NationsBank Prime Portfolio
Trust A Shares (1) ............. 395,759 395,759 395,759
Delaware Group Institutional
Cash Reserve, Inc. ............. 2,749,592 2,749,592 2,749,592
---------- ----------
Total other investments ........... 3,145,351 3,145,351
---------- ----------
Total investments ................. $7,628,840 $7,519,619
========== ==========
(1) Party-in-interest
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<PAGE>
SCHEDULE II
ALLWASTE RETIREMENT SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS(1)
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Historical
Identity of Party Description of # of Purchase Selling Cost Realized
Involved Asset Transactions Price Price of Asset Gain
- ------------------ ------------------------------ ------------ --------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
ALLWASTE, INC.(2) COMMON STOCK 19 $ 761,363 $ --- $ --- $ ---
NATIONSBANK OF TEXAS, N.A.(2) PRIME PORTFOLIO TRUST A SHARES 104 3,544,573 --- --- ---
NATIONSBANK OF TEXAS, N.A.(2) PRIME PORTFOLIO TRUST A SHARES 91 --- 3,205,424 3,205,424 ---
DELAWARE GROUP INSTITUTIONAL CASH RESERVE, INC. 14 895,718 --- --- ---
DELAWARE GROUP INSTITUTIONAL CASH RESERVE, INC. 20 --- 295,237 295,237 ---
DELAWARE GROUP DELAWARE FUND, INC. 19 2,092,880 --- --- ---
DELAWARE GROUP DELAWARE FUND, INC. 8 --- 1,440,332 1,406,213 34,119
</TABLE>
(1) THERE WERE NO SINGLE TRANSACTIONS IN EXCESS OF 5 PERCENT OF MARKET VALUE OF
PLAN ASSETS AS OF JANUARY 1, 1994.
(2) PARTY-IN-INTEREST
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<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Allwaste Retirements Savings Plan Committee, which administers the Allwaste
Retirement Savings Plan, has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized in the City of Houston and the
State of Texas, on the 19th day of June, 1995.
ALLWASTE RETIREMENT SAVINGS
PLAN COMMITTEE
ANDREW D. ESTRADA
WILLIAM L. FIEDLER
DARREN B. MILLER
RICHARD L. WHITE
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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 19, 1995 on the financial statements and
schedules of Allwaste Retirement Savings Plan as of and for the year ended
December 31, 1994, included in this Form 11-K, into the previously filed
Allwaste, Inc. Form S-8 Registration Statement File No. 33-37684.
ARTHUR ANDERSEN LLP
Houston, Texas
June 19, 1995
<PAGE>
