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, 1995 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 1-11016
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ALLWASTE EMPLOYEE RETIREMENT 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
ALLWASTE EMPLOYEE RETIREMENT 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 Employee Retirement
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.
ALLWASTE EMPLOYEE RETIREMENT 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, 1995
and 1994
Item 2. Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1995 and 1994
Notes to Financial Statements as of December 31, 1995 and 1994
Exhibit I - Statements of Net Assets Available for Benefits by Investment Fund
as of December 31, 1995 and 1994
Exhibit II - Statements of Changes in Net Assets Available for Benefits by
Investment Fund for the Years Ended December 31, 1995 and 1994
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1995
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1995
Schedule III -Item 27e - Schedule of Non-Exempt Transactions for the Year Ended
December 31, 1995
Item 3. Exhibit 23.1 - Consent of Independent Public Accountants
2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Committee of the Allwaste Employee Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of the Allwaste Employee Retirement Plan (the "Plan") as of December
31, 1995 and 1994, 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
Employee Retirement Plan as of December 31, 1995 and 1994, 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 supplemental schedules of assets held
for investment purposes, reportable transactions and non-exempt transactions are
presented for the purpose 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 supplemental 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 24, 1996
3
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock ........................ $ 1,987,252 $ 2,381,549
Fidelity Advisor Growth Opportunities Fund ......... 313,479 --
Fidelity Advisor Strategic Opportunities Fund ...... 143,094 --
Nations Balanced Assets Fund ....................... 89,310 --
Nations Strategic Fixed Income Fund ................ 113,689 --
NationsBank Stable Capital Fund .................... 356,404 --
Liquidity Fund ..................................... 5,921,055 --
Nations Prime Fund Trust A Shares .................. 144,730 395,759
Delaware Group Delaware Fund, Inc. Fund ............ -- 1,992,719
Delaware Group Institutional Cash Reserve, Inc. Fund -- 2,749,592
----------- -----------
Total investments .................................. 9,069,013 7,519,619
Contributions receivable:
Participants ....................................... 690,297 83,042
Company ............................................ 159,655 20,761
Accrued interest and dividends receivable .............. 2,748 64,629
Cash ................................................... 234 --
Prefunded Company contributions ........................ -- (24,422)
----------- -----------
Net assets available for benefits ...................... $ 9,921,947 $ 7,663,629
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Additions to net assets attributed to:
Interest and dividend income ............................... $ 300,674 $ 180,419
Net appreciation (depreciation) of fair value of investments (20,393) 219,486
Contributions:
Participants ............................................ 2,868,429 2,472,009
Company ................................................. 602,540 472,600
Rollovers ............................................... 76,098 174,961
Transfer from affiliated company's plan (Note 7) ........... 322,491 --
----------- -----------
Total additions ..................................... 4,149,839 3,519,475
Deductions from net assets attributed to:
Distributions .............................................. (830,195) (1,032,484)
Transfer to affiliated company's plan (Note 6) ............. (1,061,326) --
----------- -----------
Total deductions .................................... (1,891,521) (1,032,484)
----------- -----------
Increase in net assets available for benefits .............. 2,258,318 2,486,991
Net assets available for benefits at beginning of year ..... 7,663,629 5,176,638
----------- -----------
Net assets available for benefits at end of year ........... $ 9,921,947 $ 7,663,629
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
ALLWASTE EMPLOYEE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
BASIS OF ACCOUNTING -
The financial statements of the Allwaste Employee Retirement Plan (the "Plan")
are prepared on the accrual method of accounting. The preparation of financial
statements in conformity with generally accepted accounting principles requires
the Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from these estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION-
The investments of the Plan are stated at fair value in the accompanying
statements of net assets available for benefits. Investments in mutual funds,
equity funds, and common/collective funds are valued at quoted market prices
which represent the net asset value of shares held by the Plan for the period
presented. The Allwaste, Inc. common stock is valued at its quoted market price.
Investments in money market funds are valued at $1 per share. Purchases and
sales of investments are recorded on the trade-date basis. Interest and dividend
income are recorded on the accrual basis. The net appreciation (depreciation) of
fair value of investments resulting from changes in fair value has been
recognized in the accompanying statements of changes in net assets available for
benefits.
DISTRIBUTIONS-
Distributions are recorded when paid.
(2) DESCRIPTION OF THE PLAN-
ORGANIZATION AND ADMINISTRATION-
The Allwaste Retirement Savings Plan (the "Original Plan") was established
effective October 1, 1990, for the benefit of all eligible personnel of
Allwaste, Inc., and certain subsidiaries (collectively, the "Company") that had
adopted its terms and provisions. Effective July 1, 1995, the Company adopted
the NationsBank Defined Contribution Master Plan and Trust as an amendment and
restatement of the Original Plan, which was renamed the "Allwaste Employee
Retirement 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 nonresident aliens who do not receive any
earned income constituting source income, independent contractors, contract
laborers, consultants, leased employees and employees subject to collective
bargaining agreements that do not provide for participation in the Plan) are
eligible to participate in the Plan.
6
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 "Prior Trustee") served as trustee of the Plan for the period from
inception through June 30, 1995. Effective June 30, 1995, the Company terminated
the trust agreement with the Prior Trustee and established NationsBank of
Georgia, N.A. (the "New Trustee") as the new trustee of the Plan effective July
1, 1995. The Prior Trustee held certain assets and performed certain trustee
duties subsequent to June 30, 1995 until all assets were transferred to the New
Trustee.
The Company retains responsibility for administration of the Plan and 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 Plans' administration, including
those of the trustees, are paid by the Company, but to the extent not paid by
the Company such expenses will be paid from the Plan assets.
CONTRIBUTIONS-
Prior to June 30, 1995, a participant could contribute from 2 percent to 15
percent of eligible annual compensation, subject to Internal Revenue Code of
1986, as amended (the "Code") limitations. The Company matched 25 percent of the
participant's contributions from 2 percent to 6 percent of eligible
compensation. Participants could change their contribution rates effective the
first day of each calendar quarter, provided the participant gave written notice
of such changes.
Effective July 1, 1995, a participant may contribute from .5 percent to 15
percent of eligible compensation for each Plan year, subject to limitations of
the Code. The Company matches 50 percent of the participant's contributions from
.5 percent to 3 percent of eligible compensation. Participants may change their
contribution rates effective the first day of each calendar quarter, provided
the participant gives written notice of such changes.
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 the provisions of ERISA.
INVESTMENT PROGRAMS-
Prior to June 30, 1995, the participants could elect to have their contributions
invested in any of the three participant directed investment funds, as follows:
a. Money Market Fund - Delaware Group Institutional Cash Reserve, Inc.
Fund - invests primarily in high-quality, short-term money market
instruments. Cash temporarily held pending investment in this fund is
invested in the Nations Prime Fund Trust A Shares.
b. Equity Fund - Delaware Group Delaware Fund, Inc. Fund - invests
primarily in a combination of publicly-traded corporate stocks,
short-term government securities and high-grade corporate bonds. Cash
temporarily held pending investment in this fund is invested in the
Nations Prime Fund Trust A Shares.
7
c. Allwaste, Inc. Stock Fund - invests in shares of Allwaste, Inc.
common stock and, for interim periods, pending investment in
Allwaste, Inc. common stock, is invested in the Nations Prime Fund
Trust A Shares.
Prior to June 30, 1995, participants could 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 could change his investment elections regarding
existing balances, future contributions or both. Such changes were made in 25
percent increments with written notice. The Company's matching contributions
were invested in the above three funds in the same proportion as the
participant's contributions.
Effective June 30, 1995, the Delaware Group Institutional Cash Reserve, Inc.
Fund and Delaware Group Delaware Fund, Inc. Fund were no longer available as
participant directed investment funds. Assets invested in these two funds at
June 30, 1995 were liquidated and invested during the transition period in a
non-participant directed investment fund, as follows:
a. Liquidity Fund - a NationsBank liquid asset fund with the underlying
investment at December 31, 1995 in the NationsBank Stable Capital
Fund.
Effective July 1, 1995, participants may elect to have their new contributions
invested in any of the five new participant directed investment funds in
addition to the Allwaste, Inc. Stock Fund, under the Plan, as follows:
a. Fidelity Advisor Growth Opportunities Fund - a Fidelity Investments
mutual fund which invests in a broadly diversified selection of
stocks.
b. Fidelity Advisor Strategic Opportunities Fund - a Fidelity
Investments mutual fund which invests in a diversified selection of
value-oriented stocks and other securities.
c. Nations Balanced Assets Fund - a NationsBank "Nations Fund" mutual
fund which invests in a combination of common stock, fixed income
securities and money market instruments.
d. Nations Strategic Fixed Income Fund - a NationsBank "Nations Fund"
mutual fund which invests primarily in a mix of corporate, government
and mortgage-backed securities.
e. NationsBank Stable Capital Fund - a NationsBank common\collective
trust fund which invests in short-term securities, including
guaranteed investment contracts, commercial paper, bank obligations,
corporate paper and money market instruments.
Effective July 1, 1995, participants may invest their contributions in any or
all of the above five new funds in addition to the Allwaste, Inc. Stock Fund. A
participant may change his investment elections regarding existing balances,
future contributions or both. Such changes must be made in one percent
increments. The Company's matching contributions are invested in the
participant's elected funds in the same proportion as the participant's
contributions.
The Plan's statements of net assets available for benefits as of December 31,
1995 and 1994 and the related statements of changes in net assets available for
benefits for the years ended December 31, 1995 and 1994 are presented by
participant-directed funds on Exhibits I and II, respectively.
8
ALLOCATIONS TO PARTICIPANTS' ACCOUNTS-
Prior to June 30, 1995, participant contributions and Company matching
contributions were recorded quarterly to each participant's account. Dividends
and interest income and any investment gains and losses were allocated quarterly
in proportion to the respective balances of the participants' accounts.
Effective July 1, 1995, participant contributions and Company matching
contributions are recorded to each participant's account when received. Interest
income, dividend income and any investment gains or losses are allocated to
participant's accounts daily.
Effective July 1, 1995, under the Plan, participants are permitted to borrow up
to 50 percent of their vested account balances. A participant may have only one
outstanding loan from the Plan at any one time and may borrow up to an aggregate
of $50,000 from his vested Plan account balance. Participant loans are made at
commercially reasonable rates in accordance with the loan policy adopted
pursuant to the Plan, subject to applicable provisions of the Code. There were
no loans made to participants during 1995.
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%
Prior to June 30, 1995, a year of vesting service credit was earned on the
anniversary date of one year of employment. Effective July 1, 1995, a year of
vesting service credit is earned when an employee has completed 1,000 hours of
service during the twelve-month period beginning on the anniversary date of
employment.
Non-vested amounts are forfeited upon termination of a participant's employment
with the Company under the Original Plan and forfeited at the earlier of the
distribution date or the last day of the Plan year under the Plan. At December
31, 1995 and 1994, forfeited non-vested accounts totaled $0 and $42,372,
respectively. These accounts are used to reduce future employer contributions.
Forfeitures of $42,372 were used to reduce employer contributions in 1995.
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 guidelines for such
withdrawals under the Code.
9
Funds other than the Allwaste, Inc. Stock Fund are distributed in cash only,
based on the account balances as of the last day of the quarter in which a
distributable event occurs. For the Allwaste, Inc. Stock Fund, 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 in a lump-sum cash distribution. The market value of Allwaste, Inc.
common stock is used to determine the amount of the cash distribution.
Distributions for the year ended December 31, 1995 include excess contributions
in the amount of $137,180 for contributions determined to be in excess of the
maximum contribution levels for certain participants.
(3) PLAN TERMINATION-
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. If the Plan is terminated, the total
Company matching contributions in the account of each participant will 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 will be paid after provision is made for payment of
the expenses of Plan administration, termination and liquidation.
(4) FEDERAL INCOME TAXES-
The Original Plan obtained its latest determination letter on January 16, 1996,
in which the Internal Revenue Service stated that the Original Plan as then
designed, was in compliance with the applicable requirements of the Code. The
Original Plan has been amended and restated since receiving the determination
letter. The Plan has been submitted to the Internal Revenue Service for a new
determination letter. However, the Plan Committee believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code. Therefore, the Plan Committee believes that the
Original Plan and the Plan were qualified and the related trust was tax-exempt
as of December 31, 1995 and 1994.
(5) RECONCILIATION TO FORM 5500-
The Plan reports distributions to participants on a cash basis of accounting in
the financial statements as required by generally accepted accounting
principles. Net assets available for benefits include amounts payable to
participants of $178,095 and $427,629 as of December 31, 1995 and 1994,
respectively.
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as of December 31:
<TABLE>
<CAPTION>
1995 1994
--------------- ----------------
<S> <C> <C>
Net assets available for benefits per the financial statements $9,921,947 $7,663,629
Less - Amounts payable to participants (178,095) (427,629)
---------- ----------
Net assets available for benefits per the Form 5500 $9,743,852 $7,236,000
========== ==========
10
The following table reconciles distributions per the financial statements to the
Form 5500 for the years ended December 31:
<CAPTION>
1995 1994
--------------- ----------------
Distributions per the financial statements $ 830,195 $1,032,484
Add - Amounts payable to participants at December 31, 1995
and 1994 178,095 427,629
Less - Amounts payable to participants at December 31, 1994 (427,629) --
--------- ----------
Distributions per the Form 5500 $ 580,661 $1,460,113
========= ==========
</TABLE>
Amounts payable to participants are recorded on the Form 5500 for benefit claims
that have been processed and approved for payment prior to December 31, but not
yet paid as of that date.
(6) TRANSFER TO ALLWASTE RECYCLING, INC. EMPLOYEE RETIREMENT PLAN-
Effective July 1, 1995, Allwaste Recycling, Inc. ("ARI") and Mid-Way Cullet,
Inc. ("MCI") withdrew as participating employers in the Plan and transferred
assets and liabilities from the Plan equal to the proportionate interests of the
Plan participants who are active employees of ARI and MCI and their
beneficiaries to the Allwaste Recycling, Inc. Employee Retirement Plan ( the
"ARI Plan"). To effect the transfer, 67,808 shares of Allwaste, Inc. common
stock at a cost of $372,841, market value of $383,223 and cash of $678,103 were
transferred to the ARI Plan, for a total transfer amount of $1,061,326.
(7) TRANSFER FROM THE RESTATED PROFIT SHARING PLAN AND TRUST FOR MADSEN/BARR
CORPORATION-
Effective September 21, 1995, all assets and liabilities of the Restated Profit
Sharing Plan and Trust for Madsen/Barr Corporation (the "Madsen/Barr Plan"),
valued as of the date of transfer, October 31, 1995, were merged with and into
the Plan. Assets and liabilities transferred in the amount of $322,491
represented the interests of the Madsen/Barr Plan participants.
(8) NON-EXEMPT TRANSACTIONS-
For the year ended December 31, 1995, certain contributions were not remitted to
the Plan trust by the Company within the time period established by the
Department of Labor. As such, these transactions represent non-exempt
transactions between the Company and the Plan as identified in Schedule III. The
Plan Committee does not believe any required corrective actions will materially
affect the Plan.
11
<PAGE>
EXHIBIT I
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed Funds
---------------------------------------------------------
Fidelity Fidelity
Allwaste, Advisor Advisor Nations
Inc. Growth Strategic Balanced
Stock Opportunities Opportunities Assets
Fund Fund Fund Fund
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock ................................... $1,987,252 $ -- $ -- $ --
Fidelity Advisor Growth Opportunities Fund .................... -- 313,479 -- --
Fidelity Advisor Strategic Opportunities Fund ................. -- -- 143,094 --
Nations Balanced Assets Fund .................................. -- -- -- 89,310
Nations Strategic Fixed Income Fund ........................... -- -- -- --
NationsBank Stable Capital Fund ............................... -- -- -- --
Liquidity Fund ................................................ -- -- -- --
Nations Prime Fund Trust A Shares ............................. 144,730 -- -- --
---------- ---------- -------- --------
Total investments .................................. 2,131,982 313,479 143,094 89,310
Contributions receivable:
Participants .................................................. 320,106 116,441 63,308 33,400
Company ....................................................... 75,460 24,490 12,887 7,719
Accrued interest receivable ........................................ -- -- -- --
Cash ............................................................... -- -- -- --
Interfund receivable (payable) ..................................... 834,672 1,226,928 725,612 382,768
---------- ---------- -------- --------
Net assets available for benefits .................................. $3,362,220 $1,681,338 $944,901 $513,197
========== ========== ======== ========
Participant
Directed Non-Participant
Funds Directed Funds
------------------------- --------------------------
Nations NationsBank
Strategic Stable
Fixed Income Capital Liquidity Discontinued
Fund Fund Fund Funds Total
------------ ----------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock ........................... $ -- $ -- $ -- $ -- $1,987,252
Fidelity Advisor Growth Opportunities Fund ............ -- -- -- -- 313,479
Fidelity Advisor Strategic Opportunities Fund ......... -- -- -- -- 143,094
Nations Balanced Assets Fund .......................... -- -- -- -- 89,310
Nations Strategic Fixed Income Fund ................... 113,689 -- -- -- 113,689
NationsBank Stable Capital Fund ....................... -- 356,404 -- -- 356,404
Liquidity Fund ........................................ -- -- 5,921,055 -- 5,921,055
Nations Prime Fund Trust A Shares ..................... -- -- -- -- 144,730
-------- ---------- ----------- ------ ----------
Total investments .......................... 113,689 356,404 5,921,055 -- 9,069,013
Contributions receivable:
Participants .......................................... 36,273 120,769 -- -- 690,297
Company ............................................... 8,283 30,816 -- -- 159,655
Accrued interest receivable ................................ -- -- -- 2,748 2,748
Cash ....................................................... -- -- -- 234 234
Interfund receivable (payable) ............................. 427,328 2,323,747 (5,918,073) (2,982) --
-------- ---------- ----------- ------ ----------
Net assets available for benefits .......................... $585,573 $2,831,736 $ 2,982 $ -- $9,921,947
======== ========== =========== ====== ==========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
12
<PAGE>
EXHIBIT I
Continued
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant Directed Funds
-------------------------------------------------
Allwaste, Inc.
Money Market Equity Stock
Fund Fund Fund Total
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock ......................... $ -- $ -- $ 2,381,549 $ 2,381,549
Nations Prime Fund Trust A Shares ................... 118,023 126,206 151,530 395,759
Delaware Group Delaware Fund, Inc. Fund ............. -- 1,992,719 -- 1,992,719
Delaware Group Institutional Cash
Reserve, Inc. Fund ............................... 2,749,592 -- -- 2,749,592
----------- ---------- ----------- -----------
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 interest and dividends receivable ................ 11,084 53,097 448 64,629
Prefunded Company contributions .......................... (24,422) -- -- (24,422)
Interfund receivable (payable) ........................... (5,418) 15,056 (9,638) --
----------- ---------- ----------- -----------
Net assets available for benefits ........................ $ 2,848,859 $2,237,676 $ 2,577,094 $ 7,663,629
=========== ========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
13
<PAGE>
EXHIBIT II
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed Funds
--------------------------------------------------------------------
Fidelity Fidelity
Advisor Advisor Nations
Allwaste, Inc. Growth Strategic Balanced
Stock Opportunities Opportunities Assets
Fund Fund Fund Fund
----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income ........................... $ 2,242 $ 932 $ -- $ 745
Net appreciation (depreciation) of fair
value of investments ............................... (272,095) 6,631 (2,191) 362
Contributions:
Participants ....................................... 665,114 386,220 205,106 111,298
Company ............................................ 143,882 80,066 42,186 25,717
Rollovers .......................................... 19,511 1,227 1,227 --
Transfer from affiliated company's
plan (Note 7) ...................................... -- -- -- --
----------- ----------- --------- ---------
Total additions ............................. 558,654 475,076 246,328 138,122
Deductions from net assets attributed to:
Distributions .......................................... (206,970) (20,666) (27,039) (7,693)
Transfer to affiliated company's
plan (Note 6) ...................................... (401,230) -- -- --
----------- ----------- --------- ---------
Total deductions ........................... (608,200) (20,666) (27,039) (7,693)
Interfund transfers, net ............................... 834,672 1,226,928 725,612 382,768
----------- ----------- --------- ---------
Increase (decrease) in net assets available for benefits 785,126 1,681,338 944,901 513,197
Net assets available for benefits at beginning of year.. 2,577,094 -- -- --
----------- ----------- --------- ---------
Net assets available for benefits at end of year........ $ 3,362,220 $ 1,681,338 $ 944,901 $ 513,197
=========== =========== ========= =========
Participant Directed Funds Non-Participant Directed Funds
------------------------------ -------------------------------
Nations NationsBank
Strategic Stable
Fixed Income Capital Liquidity Discontinued
Fund Fund Fund Funds Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income .................. $ 242 $ -- $ 130,009 $ 166,504 $ 300,674
Net appreciation (depreciation) of fair
value of investments ...................... 1,487 1,716 -- 243,697 (20,393)
Contributions:
Participants .............................. 128,301 425,140 45,564 901,686 2,868,429
Company ................................... 28,926 107,526 -- 174,237 602,540
Rollovers ................................. -- -- -- 54,133 76,098
Transfer from affiliated company's
plan (Note 7) ............................. -- 322,491 -- -- 322,491
----------- ----------- ----------- ----------- -----------
Total additions .................... 158,956 856,873 175,573 1,540,257 4,149,839
Deductions from net assets attributed to:
Distributions ................................. (711) (26,393) -- (540,723) (830,195)
Transfer to affiliated company's
plan (Note 6) ............................. -- -- -- (660,096) (1,061,326)
----------- ----------- ----------- ----------- -----------
Total deductions .................. (711) (26,393) -- (1,200,819) (1,891,521)
Interfund transfers, net ...................... 427,328 2,001,256 (172,591) (5,425,973) --
----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits ...................... 585,573 2,831,736 2,982 (5,086,535) 2,258,318
Net assets available for benefits at
beginning of year............................ -- -- -- 5,086,535 7,663,629
----------- ----------- ----------- ----------- -----------
Net assets available for benefits at
end of year.................................. $ 585,573 $ 2,831,736 $ 2,982 $ -- $ 9,921,947
=========== =========== =========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
<PAGE>
14
EXHIBIT II
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant Directed Funds
------------------------------------------------
Allwaste, Inc.
Money Market Equity Stock
Fund Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income ........................... $ 82,280 $ 97,033 $ 1,106 $ 180,419
Net appreciation (depreciation) of
fair value of investments ........................... -- (124,831) 344,317 219,486
Contributions:
Participants ........................................ 917,748 806,741 747,520 2,472,009
Company ............................................. 178,713 151,111 142,776 472,600
Rollovers ........................................... 27,336 79,657 67,968 174,961
----------- ----------- ----------- -----------
Total additions .................................. 1,206,077 1,009,711 1,303,687 3,519,475
Distributions .......................................... (394,040) (315,736) (322,708) (1,032,484)
----------- ----------- ----------- -----------
Total deductions ................................. (394,040) (315,736) (322,708) (1,032,484)
Interfund transfers, net ............................... (52,073) 67,239 (15,166) --
----------- ----------- ----------- -----------
Increase in net assets available for benefits .......... 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>
This exhibit is an integral part of the accompanying financial statements.
15
<PAGE>
SCHEDULE I
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Identity Shares
of or Current
Issue Description of Asset Units Cost Value
- ------------------ ------------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Allwaste, Inc. (1) Allwaste, Inc. common stock 418,369 $2,301,425 $1,987,252
Fidelity Fidelity Advisor Growth Opportunities Fund 9,908 307,442 313,479
Investments
Fidelity Fidelity Advisor Strategic Opportunities Fund 5,751 144,740 143,094
Investments
NationsBank (1) Nations Balanced Assets Fund 7,869 98,693 89,310
NationsBank (1) Nations Strategic Fixed Income Fund 11,016 112,203 113,689
NationsBank (1) NationsBank Stable Capital Fund 30,144 354,760 356,404
NationsBank (1) Liquidity Fund 5,921,055 5,921,055 5,921,055
NationsBank (1) Nations Prime Fund Trust A Shares 144,730 144,730 144,730
---------- ----------
Total assets held for
investment purposes $9,385,048 $9,069,013
========== ==========
</TABLE>
(1) Party-in-interest
16
<PAGE>
SCHEDULE II
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Current Value
of Assets on Net
Identity of Party Description of Purchase Selling Cost of Transaction Gain
Involved Assets Price (a) Price (b) Assets Date (Loss)
- ------------------------------ ------------------------------------- ------------- --------- ------------- ----------- -------
<S> <C> <C> <C> <C> <C>
SERIES TRANSACTIONS:
Fidelity Investments ......... Advisor Growth Opportunities Fund $ 329,185 $ -- $ 329,185 $ 329,185 $ --
-- 21,430 21,743 21,430 (313)
Fidelity Investments ......... Advisor Strategic Opportunities Fund 173,181 -- 173,181 173,181 --
-- 27,896 28,441 27,896 (545)
NationsBank .................. Balanced Assets Fund 106,595 -- 106,595 106,595 --
-- 7,693 7,902 7,693 (209)
NationsBank .................. Strategic Fixed Income Fund 112,916 -- 112,916 112,916 --
-- 713 713 713 --
NationsBank .................. Stable Capital Fund 381,133 -- 381,133 381,133 --
-- 26,445 26,373 26,445 72
NationsBank .................. Liquidity Fund 5,921,055 -- 5,921,055 5,921,055 --
-- -- -- -- --
NationsBank .................. Prime Fund Trust A Shares 8,099,690 -- 8,099,690 8,099,690 --
-- 8,350,719 8,350,719 8,350,719 --
Delaware Group Investments ... Institutional Cash Reserve, Inc. Fund 486,114 -- 486,114 486,114 --
-- 3,235,706 3,235,706 3,235,706 --
Delaware Group Investments ... Delaware Fund, Inc. Fund 540,003 -- 540,003 540,003 --
-- 2,776,269 2,716,429 2,776,269 59,840
</TABLE>
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expenses.
This schedule includes transactions involving the same investment activity
which, in the aggregate, amounts to more than 5 percent of the current value of
Plan assets at the beginning of the Plan year.
17
<PAGE>
SCHEDULE II
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Current Value
of Assets on Net
Identity of Party Description of Purchase Selling Cost of Transaction Gain
Involved Assets Price (a) Price (b) Assets Date (Loss)
- -------------------------------- -------------------------------------- ----------- ---------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
NationsBank ............... Liquidity Fund $5,434,684 $ -- $5,434,684 $5,434,684 $ --
Delaware Group Investments Institutional Cash Reserve, Inc. Fund -- 3,208,808 3,208,808 3,208,808 --
Delaware Group Investments Delaware Fund, Inc. Fund -- 2,756,099 2,696,035 2,756,099 60,064
</TABLE>
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expenses.
This schedule includes transactions involving the same investment activity
which, in the aggregate, amounts to more than 5 percent of the current value of
Plan assets at the beginning of the Plan year.
18
<PAGE>
SCHEDULE III
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27E - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Relationship to Plan, Description of Transactions including Interest
Identity of Employer or Other Maturity Date, Rate of Interest, Collateral Amount Incurred
Party Involved Party-In-Interest and Par or Maturity Value Loaned on Loan
- ----------------- -------------------- ------------------------------------------ -------- ----------
<S> <C> <C> <C> <C>
Allwaste, Inc. Employer Lending of monies from the Plan to the
Employer (contributions not timely remitted
to the Plan) as follows:
Deemed loan dated September 29, 1995,
maturity December 13, 1995, with
interest at 8.75% per annum ........... $ 42,182 $ 758
Deemed loan dated October 30, 1995,
maturity November 28, 1995, with
interest at 8.75% per annum ........... 302,881 2,106
Deemed loan dated October 30, 1995,
maturity December 7, 1995, with
interest at 8.75% per annum ........... 11,957 109
Deemed loan dated October 30, 1995,
maturity December 13, 1995, with
interest at 8.75% per annum ........... 40,817 431
Deemed loan dated October 30, 1995,
maturity December 1, 1995, with
interest at 8.75% per annum ........... 20,346 156
Deemed loan dated December 7, 1995,
maturity December 13, 1995, with
interest at 8.75% per annum ........... 19,926 29
Deemed loan dated September 29, 1995,
maturity February 26, 1996, with
interest at 8.75% per annum ........... 377 8
Deemed loan dated October 30, 1995
maturity February 26, 1996, with
interest at 8.75% per annum ........... 375 6
Deemed loan dated November 30, 1995,
maturity May 21, 1996, with
interest at 8.75% per annum ........... 4,770 35
</TABLE>
19
<PAGE>
SCHEDULE III
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27E - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Relationship to Plan, Description of Transactions including Interest
Identity of Employer or Other Maturity Date, Rate of Interest, Collateral Amount Incurred
Party Involved Party-In-Interest and Par or Maturity Value Loaned on Loan
- ----------------- -------------------- ------------------------------------------ ------- ------
<S> <C> <C> <C> <C>
Allwaste, Inc. Employer Lending of monies from the Plan to the
Employer (contributions not timely remitted
to the Plan) as follows:
Deemed loan dated September 28, 1995,
maturity December 11, 1995, with
interest at 8.75% per annum .......... $ 71,107 $ 733
Deemed loan dated November 30, 1995,
maturity February 26, 1996, with
interest at 8.75% per annum .......... 411 3
-------- ------
$515,149 $4,374
======== ======
</TABLE>
20
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Allwaste Employee Retirement Plan Committee, which administers the Allwaste
Employee Retirement 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 24th Day of June, 1996.
ALLWASTE EMPLOYEE RETIREMENT
PLAN COMMITTEE
/s/ ANDREW D. ESTRADA
Andrew D. Estrada
/s/ WILLIAM L. FIEDLER
William L. Fiedler
/s/ T. WAYNE WREN, JR.
T. Wayne Wren, Jr.
/s/ JAMES E. RIEF
James E. Rief
21
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 24, 1996, included in this Form 11-K for
the year ended December 31, 1995, into the previously filed Form S-8
Registration Statement of the Allwaste Employee Retirement Plan (File No.
33-37684).
ARTHUR ANDERSEN LLP
Houston, Texas
June 27, 1996
22
