<PAGE> 1
===============================================================================
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, 1996 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
===============================================================================
<PAGE> 2
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.
1
<PAGE> 3
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,
1996 and 1995
Item 2. Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1996 and 1995
Notes to Financial Statements December 31, 1996 and 1995
Exhibit I - Statements of Net Assets Available for Benefits by Investment
Fund as of December 31, 1996 and 1995
Exhibit II - Statements of Changes in Net Assets Available for Benefits by
Investment Fund for the Years Ended December 31, 1996 and 1995
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1996
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1996
Schedule III - Item 27e - Schedule of Non-Exempt Transactions for the Year
Ended December 31, 1996
Item 3. Exhibit 23.1 - Consent of Independent Public Accountants
2
<PAGE> 4
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, 1996 and 1995, 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 Management, 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 Plan as
of December 31, 1996 and 1995, 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 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's 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, 1997
3
<PAGE> 5
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock $ 3,250,321 $ 1,987,252
Nations Prime Fund Trust A Shares 196,592 144,730
Fidelity Advisor Growth Opportunities Fund 2,634,068 313,479
Fidelity Advisor Strategic Opportunities Fund 1,073,940 143,094
Nations Balanced Assets Fund 678,693 89,310
Nations Strategic Fixed Income Fund 631,680 113,689
NationsBank Stable Capital Fund 2,995,020 356,404
Liquidity Fund -- 5,921,055
Nations Treasury Fund 45,791 --
Participant Loan Fund 716,951 --
------------ ------------
Total investments 12,223,056 9,069,013
Contributions receivable:
Participants 561,500 690,297
Company 133,378 159,655
Accrued interest receivable -- 2,748
Cash 10,622 234
------------ ------------
Net assets available for benefits $ 12,928,556 $ 9,921,947
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
------------- -------------
<S> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 304,058 $ 300,674
Net appreciation (depreciation) of fair value of investments 410,589 (20,393)
Contributions:
Participants 3,115,017 2,868,429
Company 717,693 602,540
Rollovers 181,724 76,098
Transfer from affiliated company's plan (Note 9) -- 322,491
----------- ------------
Total additions 4,729,081 4,149,839
Deductions from net assets attributed to:
Distributions (1,692,516) (830,195)
Administrative expenses (29,956) --
Transfer to affiliated company's plan (Note 8) -- (1,061,326)
------------ ------------
Total deductions (1,722,472) (1,891,521)
------------ ------------
Increase in net assets available for benefits 3,006,609 2,258,318
Net assets available for benefits at beginning of year 9,921,947 7,663,629
------------ ------------
Net assets available for benefits at end of year $ 12,928,556 $ 9,921,947
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 7
ALLWASTE EMPLOYEE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
(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. Guaranteed investment contracts held in the common/collective funds
are fully benefit responsive (i.e., provide for all participant-initiated
transactions permitted by an ongoing plan, at contract value, with no
conditions, limits or restrictions) and are recorded at contract value which
approximates fair value. 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 recognized in the
accompanying statements of changes in net assets available for benefits includes
realized and unrealized gains and losses on investments.
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
<PAGE> 8
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.
Effective January 1, 1996, the Plan was amended to permit benefit payment
elections prior to separation from service if the participant has incurred a
disability.
The Company retains responsibility for administration of the Plan and has
appointed a committee composed 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's 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 from the Plan assets. During
1996, $29,956 was paid from the Plan for administrative expenses.
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 0.5 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 0.5 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.
7
<PAGE> 9
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.
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 the 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:
Liquidity Fund - a NationsBank liquid asset fund with the underlying
investment at December 31, 1996 and 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.
Effective July 1, 1995, forfeitures are invested in the Nations Treasury Fund, a
NationsBank liquid asset fund with the underlying investment at December 31,
1996 in U.S. Treasury obligations and collateralized repurchase agreements, and
money market funds.
8
<PAGE> 10
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. In 1996,
loans were made in the amount of $972,594; there were no loans made to
participants during 1995.
The Plan's statements of net assets available for benefits as of December 31,
1996 and 1995 and the related statements of changes in net assets available for
benefits for the years then ended are presented by fund on Exhibits I and II,
respectively.
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.
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 each year of employment. Effective July 1, 1995, a year of
vesting service credit is earned for each twelve-month period that a participant
is employed by the Company beginning with his date of employment; provided that
if a participant is employed for less than a full twelve-month period, he may
still earn a year of vesting service credit if he has completed 1,000 hours of
service during the twelve-month period since the most recent anniversary date of
employment.
9
<PAGE> 11
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, 1996 and 1995, forfeited non-vested accounts totaled $44,668 and $0,
respectively. These accounts are used to reduce future Company contributions.
No forfeitures were used to reduce Company contributions in 1996.
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.
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.
(3) INVESTMENTS -
- ---------------
The following table sets forth the fair value of investments held by the Plan
at December 31, 1996 and 1995. Investments that represent 5 percent or more of
the Plan's net assets are separately identified.
1996 1995
----------- ----------
Investments at fair value as determined
by quoted market prices -
Allwaste, Inc. common stock $ 3,250,321 $1,987,252
Fidelity Advisor Growth Opportunities Fund 2,634,068 -
Fidelity Advisor Strategic Opportunities Fund 1,073,940 -
Nations Balanced Assets Fund 678,693 -
Nations Strategic Fixed Income Fund 631,680 -
NationsBank Stable Capital Fund 2,995,020 -
Participant Loan Fund 716,951 -
Liquidity Fund - 5,921,055
Other 242,383 1,160,706
----------- ----------
Total investments $12,223,056 $9,069,013
=========== ==========
(4) RELATED-PARTY TRANSACTIONS -
- ------------------------------
Allwaste, Inc. common stock and certain investments sponsored by NationsBank
are included in the Plan assets. Allwaste, Inc. is the Plan Sponsor and
NationsBank serves in a custodial capacity under the Plan, therefore, these
transactions with these parties qualified as party-in-interest transactions.
Since all transactions involving these accounts were transacted at fair market
value, they were permitted under provisions of the Plan and were exempt from
prohibition of party-in-interest transactions under ERISA.
(5) 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.
(6) FEDERAL INCOME TAXES -
- ------------------------
The Plan obtained its latest determination letter on August 14, 1996, in which
the Internal Revenue Service stated that the Plan as then designed, was in
compliance with the applicable requirements of the Code. Therefore, the Plan
Committee believes that the Plan was qualified and the related trust was
tax-exempt as of December 31, 1996 and 1995.
(7) 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 $109,591 and $178,095 as of December 31, 1996 and 1995,
respectively.
10
<PAGE> 12
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as of December 31:
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Net assets available for benefits per the financial statements $12,928,556 $9,921,947
Less - Amounts payable to participants (109,591) (178,095)
----------- ----------
Net assets available for benefits per the Form 5500 $12,818,965 $9,743,852
=========== ==========
</TABLE>
The following table reconciles distributions per the financial statements to
the Form 5500 for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Distributions per the financial statements $1,692,516 $ 830,195
Add - Amounts payable to participants at December 31, 1996
and 1995 109,591 178,095
Less - Amounts payable to participants at December 31, 1995
and 1994 (178,095) (427,629)
---------- ----------
Distributions per the Form 5500 $1,624,012 $ 580,661
========== ==========
</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.
(8) 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.
(9) 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. Transferred assets and liabilities in the amount of $322,491
represented the interests of the Madsen/Barr Plan participants.
(10) NON-EXEMPT TRANSACTIONS -
- ----------------------------
For the year ended December 31, 1996, 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> 13
(11) SUBSEQUENT EVENT -
- ---------------------
On March 6, 1997, the Company announced that a definitive agreement had
been reached to merge with Philip Services Corp. ("Philip"), formerly known as
Philip Environmental, Inc. The agreement is subject to stockholder approval,
regulatory approvals and certain other conditions. Upon receiving such
approvals and the satisfaction of such conditions, the Company will become an
indirect wholly-owned subsidiary of Philip. Under the terms of the agreement,
each share of Allwaste, Inc. common stock will be exchanged for 0.611 shares of
Philip common stock. The Company has not determined the effect of the
agreement on the Plan.
12
<PAGE> 14
EXHIBIT I
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
--------------------------------------------------------------------------------------
FIDELITY FIDELITY
ADVISOR ADVISOR NATIONS NATIONS NATIONSBANK
ALLWASTE, INC. GROWTH STRATEGIC BALANCED STRATEGIC STABLE
STOCK OPPORTUNITIES OPPORTUNITIES ASSETS FIXED INCOME CAPITAL
FUND FUND FUND FUND FUND FUND
-------------- ------------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock $ 3,250,321 $ -- $ -- $ -- $ -- $ --
Nations Prime Fund Trust A Shares 196,592 -- -- -- -- --
Fidelity Advisor Growth
Opportunities Fund -- 2,634,068 -- -- -- --
Fidelity Advisor Strategic
Opportunities Fund -- -- 1,073,940 -- -- --
Nations Balanced Assets Fund -- -- -- 678,693 -- --
Nations Strategic Fixed Income Fund -- -- -- -- 631,680 --
NationsBank Stable Capital Fund -- -- -- -- -- 2,995,020
Nations Treasury Fund -- -- -- -- -- --
Participant Loan Fund -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total investments 3,446,913 2,634,068 1,073,940 678,693 631,680 2,995,020
Contributions receivable:
Participants 112,782 150,154 67,638 49,472 34,758 146,696
Company 28,152 31,729 15,181 11,084 8,607 38,625
Cash -- -- -- -- -- --
Interfund receivable (payable) 2,120 3,123 1,355 470 321 3,233
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 3,589,967 $ 2,819,074 $ 1,158,114 $ 739,719 $ 675,366 $ 3,183,574
=========== =========== =========== =========== =========== ===========
<CAPTION>
NON-PARTICIPANT
DIRECTED FUNDS
------------------------------------------
NATIONS
TREASURY UNAPPLIED PARTICIPANT
FUND CASH LOAN FUND TOTAL
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock $ -- $ -- $ -- $ 3,250,321
Nations Prime Fund Trust A Shares -- -- -- 196,592
Fidelity Advisor Growth Opportunities Fund -- -- -- 2,634,068
Fidelity Advisor Strategic Opportunities Fund -- -- -- 1,073,940
Nations Balanced Assets Fund -- -- -- 678,693
Nations Strategic Fixed Income Fund -- -- -- 631,680
NationsBank Stable Capital Fund -- -- -- 2,995,020
Nations Treasury Fund 45,791 -- -- 45,791
Participant Loan Fund -- -- 716,951 716,951
----------- ----------- ----------- -----------
Total investments 45,791 -- 716,951 12,223,056
Contributions receivable:
Participants -- -- -- 561,500
Company -- -- -- 133,378
Cash -- 10,622 -- 10,622
Interfund receivable (payable) -- (10,622) -- --
----------- ----------- ----------- -----------
Net assets available for benefits $ 45,791 $ -- $ 716,951 $12,928,556
=========== =========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
13
<PAGE> 15
EXHIBIT I
CONTINUED
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
ADVISOR ADVISOR NATIONS NATIONS NATIONSBANK
ALLWASTE, INC. GROWTH STRATEGIC BALANCED STRATEGIC STABLE
STOCK OPPORTUNITIES OPPORTUNITIES ASSETS FIXED INCOME CAPITAL
FUND FUND FUND FUND FUND FUND
-------------- ------------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock $ 1,987,252 $ -- $ -- $ -- $ -- $ --
Nations Prime Fund Trust A Shares 144,730 -- -- -- -- --
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 -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total investments 2,131,982 313,479 143,094 89,310 113,689 356,404
Contributions receivable:
Participants 320,106 116,441 63,308 33,400 36,273 120,769
Company 75,460 24,490 12,887 7,719 8,283 30,816
Accrued interest receivable -- -- -- -- -- --
Cash -- -- -- -- -- --
Interfund receivable (payable) 834,672 1,226,928 725,612 382,768 427,328 2,323,747
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 3,362,220 $ 1,681,338 $ 944,901 $ 513,197 $ 585,573 $ 2,831,736
=========== =========== =========== =========== =========== ===========
<CAPTION>
NON-PARTICIPANT
DIRECTED FUNDS
-----------------------------
LIQUIDITY DISCONTINUED
FUND FUNDS TOTAL
----------- ------------ -----------
<S> <C> <C> <C>
Investments, at fair value (Note 2):
Allwaste, Inc. common stock $ -- $ -- $ 1,987,252
Nations Prime Fund Trust A Shares -- -- 144,730
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 -- 5,921,055
----------- ----------- -----------
Total investments 5,921,055 -- 9,069,013
Contributions receivable:
Participants -- -- 690,297
Company -- -- 159,655
Accrued interest receivable -- 2,748 2,748
Cash -- 234 234
Interfund receivable (payable) (5,918,073) (2,982) --
----------- ----------- -----------
Net assets available for benefits $ 2,982 $ -- $ 9,921,947
=========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
14
<PAGE> 16
EXHIBIT II
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
-----------------------------------------------------------------------------------------
FIDELITY FIDELITY
ADVISOR ADVISOR NATIONS NATIONS NATIONSBANK
ALLWASTE, INC. GROWTH STRATEGIC BALANCED STRATEGIC STABLE
STOCK OPPORTUNITIES OPPORTUNITIES ASSETS FIXED INCOME CAPITAL
FUND FUND FUND FUND FUND FUND
-------------- ------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 9,928 $ 138,287 $ 8,617 $ 97,063 $ 38,113 $ 8,230
Net appreciation (depreciation) of
fair value of investments 164,486 229,321 (92,855) (19,708) (24,528) 153,873
Contributions:
Participants 630,699 803,392 404,584 234,404 213,305 820,061
Company 151,763 163,712 83,933 53,460 50,445 212,330
Rollovers 21,916 49,709 33,468 18,387 4,254 53,990
------------ ------------ ------------ ------------ ------------ ------------
Total additions 978,792 1,384,421 437,747 383,606 281,589 1,248,484
Deductions from net assets attributed to:
Distributions (454,501) (246,973) (149,587) (124,252) (67,425) (596,578)
Administrative expenses (2,466) (1,925) (3,685) (2,613) (775) (18,492)
------------ ------------ ------------ ------------ ------------ ------------
Total deductions (456,967) (248,898) (153,272) (126,865) (68,200) (615,070)
Interfund transfers, net (294,078) 2,213 (71,262) (30,219) (123,596) (281,576)
------------ ------------ ------------ ------------ ------------ ------------
Increase (decrease) in net assets
available for benefits 227,747 1,137,736 213,213 226,522 89,793 351,838
Net assets available for benefits at
beginning of year 3,362,220 1,681,338 944,901 513,197 585,573 2,831,736
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits at
end of year $ 3,589,967 $ 2,819,074 $ 1,158,114 $ 739,719 $ 675,366 $ 3,183,574
============ ============ ============ ============ ============ ============
<CAPTION>
NON-PARTICIPANT
DIRECTED FUNDS
-----------------------------------------------------------
NATIONS PARTICIPANT
LIQUIDITY TREASURY UNAPPLIED LOAN
FUND FUND CASH FUND TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 2,812 $ 1,008 $ -- $ -- $ 304,058
Net appreciation (depreciation) of
fair value of investments -- -- -- -- 410,589
Contributions:
Participants -- -- 8,572 -- 3,115,017
Company -- -- 2,050 -- 717,693
Rollovers -- -- -- -- 181,724
------------ ------------ ------------ ------------ ------------
Total additions 2,812 1,008 10,622 -- 4,729,081
Deductions from net assets attributed to:
Distributions -- -- -- (53,200) (1,692,516)
Administrative expenses -- -- -- -- (29,956)
------------ ------------ ------------ ------------ ------------
Total deductions -- -- -- (53,200) (1,722,472)
Interfund transfers, net (5,794) 44,783 (10,622) 770,151 --
------------ ------------ ------------ ------------ ------------
Increase (decrease) in net assets available
for benefits (2,982) 45,791 -- 716,951 3,006,609
Net assets available for benefits at
beginning of year 2,982 -- -- -- 9,921,947
------------ ------------ ------------ ------------ ------------
Net assets available for benefits at
end of year $ -- $ 45,791 $ -- $ 716,951 $ 12,928,556
============ ============ ============ ============ ============
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
15
<PAGE> 17
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, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED FUNDS
------------------------------------------------------------------------------------
FIDELITY FIDELITY
ADVISOR ADVISOR NATIONS NATIONS NATIONSBANK
ALLWASTE, INC. GROWTH STRATEGIC BALANCED STRATEGIC STABLE
STOCK OPPORTUNITIES OPPORTUNITIES ASSETS FIXED INCOME CAPITAL
FUND FUND FUND FUND FUND FUND
-------------- ------------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 2,242 $ 932 $ -- $ 745 $ 242 $ --
Net appreciation (depreciation) of fair
value of investments (272,095) 6,631 (2,191) 362 1,487 1,716
Contributions:
Participants 665,114 386,220 205,106 111,298 128,301 425,140
Company 143,882 80,066 42,186 25,717 28,926 107,526
Rollovers 19,511 1,227 1,227 -- -- --
Transfer from affiliated company's plan
(Note 9) -- -- -- -- -- 322,491
----------- ----------- ----------- ----------- ----------- -----------
Total additions 558,654 475,076 246,328 138,122 158,956 856,873
Deductions from net assets attributed to:
Distributions (206,970) (20,666) (27,039) (7,693) (711) (26,393)
Transfer to affiliated company's plan
(Note 8) (401,230) -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (608,200) (20,666) (27,039) (7,693) (711) (26,393)
Interfund transfers, net 834,672 1,226,928 725,612 382,768 427,328 2,001,256
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets available
for benefits 785,126 1,681,338 944,901 513,197 585,573 2,831,736
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 $ 585,573 $ 2,831,736
=========== =========== =========== =========== =========== ===========
<CAPTION>
NON-PARTICIPANT
DIRECTED FUNDS
--------------------------
LIQUIDITY DISCONTINUED
FUND FUNDS TOTAL
----------- ------------ -----------
<S> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 130,009 $ 166,504 $ 300,674
Net appreciation (depreciation) of fair
value of investments -- 243,697 (20,393)
Contributions:
Participants 45,564 901,686 2,868,429
Company -- 174,237 602,540
Rollovers -- 54,133 76,098
Transfer from affiliated company's plan (Note 9) -- -- 322,491
----------- ----------- -----------
Total additions 175,573 1,540,257 4,149,839
Deductions from net assets attributed to:
Distributions -- (540,723) (830,195)
Transfer to affiliated company's plan (Note 8) -- (660,096) (1,061,326)
----------- ----------- -----------
Total deductions -- (1,200,819) (1,891,521)
Interfund transfers, net (172,591) (5,425,973) --
----------- ----------- -----------
Increase (decrease) in net assets available for benefits 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 $ 2,982 $ -- $ 9,921,947
=========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
16
<PAGE> 18
SCHEDULE I
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<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 634,209 $ 3,368,077 $ 3,250,321
NationsBank (1) Nations Prime Fund Trust A Shares 196,592 196,592 196,592
Fidelity Fidelity Advisor Growth Opportunities Fund 74,620 2,428,125 2,634,068
Investments
Fidelity Fidelity Advisor Strategic Opportunities Fund 47,331 1,160,543 1,073,940
Investments
NationsBank (1) Nations Balanced Assets Fund 61,254 711,173 678,693
NationsBank (1) Nations Strategic Fixed Income Fund 64,195 648,833 631,680
NationsBank (1) NationsBank Stable Capital Fund 239,454 2,860,508 2,995,020
NationsBank (1) Nations Treasury Fund 45,791 45,791 45,791
NationsBank (1) Participant Loan Fund -- 716,951 716,951
----------- -----------
Total assets held for
investment purposes $12,136,593 $12,223,056
=========== ===========
</TABLE>
(1)Party-in-interest
17
<PAGE> 19
SCHEDULE II
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Current Value
of Assets on
Identity of Party Description of Purchase Selling Cost of Transaction Net
Involved Assets Price (a) Price (b) Assets Date Gain (Loss)
- --------------------- ------------------------------------ ---------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
SERIES TRANSACTIONS:
Fidelity Investments Fidelity Advisor Growth
Opportunities Fund $2,596,590 $ -- $2,596,590 $2,596,590 $ --
-- 505,322 475,907 505,322 29,415
Fidelity Investments Fidelity Advisor Strategic
Opportunities Fund 1,426,945 -- 1,426,945 1,426,945 --
-- 403,244 411,142 403,244 (7,898)
NationsBank Nations Balanced Assets Fund 823,785 -- 823,785 823,785 --
-- 214,694 211,306 214,694 3,388
NationsBank Nations Strategic Fixed Income Fund 765,685 -- 765,685 765,685 --
-- 223,166 229,055 223,166 (5,889)
NationsBank NationsBank Stable Capital Fund 3,621,174 -- 3,621,174 3,621,174 --
-- 1,136,432 1,115,426 1,136,432 21,006
NationsBank Liquidity Fund 2,805 -- 2,805 2,805 --
-- 5,923,860 5,923,860 5,923,860 --
Allwaste, Inc. Allwaste, Inc. common stock 1,279,412 -- 1,279,412 1,279,412 --
-- 188,057 225,282 188,057 (37,225)
</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> 20
SCHEDULE II
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Current Value
of Assets on
Identity of Party Description of Purchase Selling Cost of Transaction Net
Involved Assets Price (a) Price (b) Assets Date Gain (Loss)
- --------------------- ------------------------------------ ---------- ------------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
NationsBank NationsBank Stable Capital Fund $2,261,220 $ -- $2,261,220 $2,261,220 $ --
NationsBank Liquidity Fund -- 5,757,176 5,757,176 5,757,176 --
Fidelity Investments Fidelity Advisor Growth
Opportunities Fund 1,177,657 -- 1,177,657 1,177,657 --
Fidelity Investments Fidelity Advisor Strategic
Opportunities Fund 695,628 -- 695,628 695,628 --
Allwaste, Inc. Allwaste, Inc. common stock 1,025,389 -- 1,025,389 1,025,389 --
</TABLE>
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expenses.
This schedule includes single transactions involving investment activity which
amounts to more than 5 percent of the current value of Plan assets at the
beginning of the Plan year.
19
<PAGE> 21
SCHEDULE III
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<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 October 10, 1995,
maturity December 18, 1996, with
interest at 8.25% per annum $ 1,982 $ 199
Deemed loan dated November 1, 1995,
maturity December 18, 1996, with
interest at 8.25% per annum 1,899 177
Deemed loan dated December 1, 1995,
maturity December 18, 1996, with
interest at 8.25% per annum 2,633 228
Deemed loan dated January 1, 1996,
maturity December 18, 1996, with
interest at 8.25% per annum 1,769 141
Deemed loan dated February 1, 1996,
maturity December 18, 1996, with
interest at 8.25% per annum 2,027 147
Deemed loan dated March 1, 1996,
maturity December 18, 1996, with
interest at 8.25% per annum 1,840 122
Deemed loan dated November 13, 1996,
maturity December 3, 1996, with
interest at 8.25% per annum 41,969 190
Deemed loan dated November 20, 1996,
maturity December 3, 1996, with
interest at 8.25% per annum 65,519 193
</TABLE>
20
<PAGE> 22
SCHEDULE III
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<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 November 27, 1996,
maturity December 5, 1996, with
interest at 8.25% per annum $ 38,833 $ 70
Deemed loan dated December 4, 1996,
maturity December 5, 1996, with
interest at 8.25% per annum 62,786 14
Deemed loan dated December 11, 1996,
maturity December 12, 1996, with
interest at 8.25% per annum 40,159 9
---------- ----------
$ 261,416 $ 1,490
========== ==========
</TABLE>
21
<PAGE> 23
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 27th day of June, 1997.
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
22
<PAGE> 24
INDEX TO EXHIBITS
Exhibit
Number
- -------
23.1 Consent of Independent Public Accountants
<PAGE> 1
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, 1997, included in this Form 11-K for
the year ended December 31, 1996, 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 30, 1997
