<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A-1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
COMMISSION FILE NUMBER 0-19385
------------------------
ALLIED WASTE INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 88-0228636
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (602) 423-2946
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- --------------------------------------------- ---------------------------------------------
<S> <C>
Common Stock, $.01 par value NASDAQ/NMS
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by
nonaffiliates of the registrant was $274,537,542 as of March 24, 1997.
The number of shares of the Company's common stock, $.01 par value,
outstanding at March 24, 1997 was 75,648,107.
The registrant's proxy statement is to be filed in connection with the
registrant's 1996 annual meeting of stockholders and is incorporated by
reference into Part III of this report.
================================================================================
<PAGE> 2
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
All of the Company's directors and executive officers are set forth in the
following table:
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION HELD AGE SINCE
- ---------------------------- ----------------------------------------- --- --------
<S> <C> <C> <C>
Roger A. Ramsey............. Chairman of the Board of Directors, Chief 58 1989
Executive Officer, Director
Thomas H. Van Weelden....... President, Chief Operating Officer, 42 1992
Director
Daniel J. Ivan.............. Vice President, Director 56 1990
Henry L. Hirvela............ Vice President, Chief Financial Officer 45
Michael G. Hannon........... Vice President of Corporate Development 42
Peter S. Hathaway........... Vice President, Treasurer and Chief 41
Accounting Officer
Steven M. Helm.............. Vice President-Legal and Secretary 49
Larry D. Henk............... Vice President of Operations 37
H. Steven Uthoff............ Vice President, Controller 48
Nolan Lehmann............... Director 52 1990
Robert G. Reedy............. Director 43 1992
Alan B. Shepard............. Director 73 1994
James G. Coulter............ Director 37 1995
John M. Lewis............... Director 66 1995
William K. Reilly........... Director 57 1995
Jeffrey A. Shaw............. Director 32 1995
Ivan Cairns................. Director 51 1997
James Bullock............... Director 52 1997
Brian A. O'Leary............ Director 58 1997
</TABLE>
For certain information regarding the beneficial ownership of the Common
Stock by each of the directors and officers, see Item 12.
Roger A. Ramsey has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since October 1989. He also served as President
of the Company from May 1992 to December 1992. Mr. Ramsey devotes substantially
all of his time to the Company's business. Since August 1986, Mr. Ramsey has
served as a general partner of Houston Partners ("HP"), a venture capital firm
located in Houston, Texas, which through its affiliates is a stockholder of the
Company. In 1968, Mr. Ramsey co-founded Browning-Ferris Industries, Inc. ("BFI")
and served as its Vice President and Chief Financial Officer until 1976. Mr.
Ramsey is also a member of the Board of Trustees of Texas Christian University.
Thomas H. Van Weelden joined the Company in January 1992 as its Vice
President -- Development, and was promoted to President and Chief Operating
Officer in December 1992. He was also elected a Director in March 1992. Mr. Van
Weelden served as President and Chief Executive Officer of R.18, Inc. ("R.18"),
a solid waste disposal company in East Moline, Illinois, from 1991 until its
acquisition by the Company in January 1992 and as President of Van Weelden
Brothers Waste and Vermillion Waste from 1975 until their acquisition by the
Company in July 1992.
Daniel J. Ivan has served as a Director of the Company since October 1990,
and was named Executive Vice President in December 1992. Mr. Ivan joined the
Company in July 1990 as a marketing and development executive and served in that
capacity until his promotion to President in October 1990, in which capacity he
52
<PAGE> 3
served until May 1992. He served as Vice President -- Administration and
Controller from May 1992 to November 1992. From 1987 to 1990, he served as the
General Manager of the combined Houston and Beaumont operations for WMX
Technologies, Inc. ("Waste Management"). Prior to that, Mr. Ivan served for a
brief period as General Manager of Waste Management's Fort Worth operations.
From 1964 to 1987, he was employed by The Dow Chemical Company and rose, through
various management positions, to become a Vice President of Operations at
Dowell, Inc., Dow Chemical's oil field services division.
Henry L. Hirvela has served as Vice President and Chief Financial Officer
of the Company since May 1996. From September 1995 through February 1996 he
served as Chief Financial Officer for Power Computing Corporation ("Power
Computing"), a privately owned manufacturer of Macintosh operating system
personal computers. Prior to joining Power Computing, Mr. Hirvela was employed
by BFI since 1988 as Vice President-Treasurer with responsibility for the
company's global finance and cash management functions. From 1981 until 1988 Mr.
Hirvela worked for Texas Eastern Corporation, a diversified international energy
company, in a number of management positions including Assistant Treasurer and
Manager-Corporate Development. Prior to joining Texas Eastern Corporation Mr.
Hirvela worked for Bank of America as an operations officer in San Diego,
California.
Michael G. Hannon has served as Vice President of Corporate Development of
the Company since April 1994. From 1975 to 1993, Mr. Hannon was employed by
Laidlaw where he held a variety of management positions. His most recent
position at Laidlaw was that of Regional Vice President, with overall
responsibility for Laidlaw's 24 midwestern waste service operations having
annual revenues in excess of $100 million. Prior to holding that position, Mr.
Hannon held positions in Mergers & Acquisitions and served as Controller.
Peter S. Hathaway has served as Vice President and Chief Accounting Officer
of the Company since February 1995. From September 1991 through 1994 he was
employed by BFI as Controller and Finance Director for certain Italian
operations holding responsibilities for the acquisitions, reorganization and
integration, controllership, and financing functions of a $100 million joint
venture. From 1979 through September 1991, Mr. Hathaway served in the audit
division of Arthur Andersen LLP in Colorado, Italy and Connecticut, most
recently in the position of Senior Manager.
Steven M. Helm has served as Vice President - Legal and Secretary of the
Company since May 1996. Prior to joining the Company, Mr. Helm was an attorney
in private practice in Danville, Illinois.
Larry D. Henk has served as Vice President of Operations of the Company
since June 1994. Mr. Henk joined the Company in January 1992, as General Manager
of R.18, when it was acquired by the Company. Prior to joining the Company, Mr.
Henk served as General Manager of R.18 since 1991 and General Manager of
Environmental Development Corporation from 1987 until its acquisition by the
Company in July 1992.
H. Steven Uthoff has served as Vice President and Controller of the Company
since November 1996. Mr. Uthoff has also served as Vice President and Controller
of the Company since January 1995. Between 1989 and 1994, Mr. Uthoff served as
Vice President and Controller of Loroff Enterprises, Inc., a Houston, Texas
management consulting firm, specializing in contract acquisition, business
turnaround, accounting and tax services. From 1987 to 1989, Mr. Uthoff served as
Financial Controller, North America, for Mannai Investment Co., Inc., an
investment banking firm based in London, England.
Nolan Lehmann has served as a Director of the Company since October 1990.
Since 1983, Mr. Lehmann has served as President and a Director of Equus Capital
Management Corporation, a registered investment advisor, and Equus II
Incorporated ("Equus"), a registered public investment company whose stock is
traded on the American Stock Exchange. Mr. Lehmann also serves as a director of
American Residential Services, Inc., a residential services company, Brazos
Sportswear, Inc., a casual sportswear company, Drypers Corporation, a
manufacturer of disposable diapers, and Garden Ridge Corporation, a specialty
retailer, all of which are public companies.
Robert G. Reedy has served as a Director of the Company since March 1992.
Since January 1989, Mr. Reedy has been a partner of Porter & Hedges, LLP, a law
firm in Houston, Texas, and the Company's principal outside legal counsel.
53
<PAGE> 4
Alan B. Shepard has served as a Director since April 1994. Mr. Shepard is a
retired Real Admiral of the United States Navy and a former astronaut with NASA,
retiring from the United States Navy and NASA in August 1974. Mr. Shepard is
currently the President of Seven Fourteen Enterprises, a Houston-based
investment company, and a limited partner of HP. He also serves as President of
the Mercury Seven Foundation, a non-profit organization that awards scholarships
to college students and as a Director of American Capital Bond Fund, American
Capital Convertible Securities Fund and Kwik-Kopy Corporation.
James G. Coulter has served as a Director since January 1995. Mr. Coulter
has served as a Vice President of TPG Advisors, Inc., which is the general
partner of TPG GenPar, L.P., the general partner of TPG Partners, L.P. and TPG
Parallel I, L.P. (collectively, "TPG"), since 1992. From 1986 to 1992, Mr.
Coulter was a Vice President of Keystone, Inc. (formerly the Robert M. Bass
Group, Inc.), an investment firm. Mr. Coulter also serves as a Director of
American Savings Bank, F.A., Virgin Cinemas Ltd., and America West Airlines,
Inc.
John M. Lewis has served as a Director since January 1995. Mr. Lewis was
President and Chief Executive Officer of Wometco Cable Corporation from 1988 to
1994.
William K. Reilly has served as a Director since January 1995. Mr. Reilly
was Administrator of the United States Environmental Protection Agency from 1989
to 1993. In 1993, Mr. Reilly served as President of the World Wildlife Fund.
Also in 1993, Mr. Reilly began serving as a Visiting Professor at the Institute
of International Studies at Stanford University. Mr. Reilly also serves as a
Director of several organizations, including E.I. du Pont de Nemours and
Company, the National Geographic Society, the World Wildlife Fund and the Yale
University Corporation.
Jeffrey A. Shaw has served as a Director since January 1995. Mr. Shaw has
been a managing director at TPG since 1993. From 1990 to 1993, Mr. Shaw was
associated with Oakhill Partners, Inc., an investment firm. From 1986 to 1988,
Mr. Shaw was a financial analyst in the Emerging Growth Group and Corporate
Finance Department of Goldman, Sachs & Co. Mr. Shaw also serves as a Director of
Continental Micronesia, Inc. and Favorite Brands International, Inc.
Ivan R. Cairns has been a director of the Company since 1997 and has served
as Senior Vice-President and General Counsel since October 1990 of Laidlaw and,
prior thereto, was Vice-President and General Counsel and Secretary since
November 1981.
James R. Bullock has been a director of the Company since 1997 and has
served as President and Chief Executive Officer of Laidlaw since October 1993.
For more than two years prior thereto, he was President and Chief Executive
Officer of Cadillac Fairview Corporation Limited, a property development
company.
Brian A. O'Leary has served as a Director since January 1997. In 1970, Mr.
O'Leary founded Container Corporation of Carolina, Inc. ("CCC") a solid waste
collection company in Charlotte, North Carolina and served as its President and
CEO until its acquisition by the Company in June 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Officers, directors and greater than 10% stockholders are required to furnish
the Company with copies of all Section 16(a) reports they file.
Based solely on a review of the forms the Company has received or prepared,
the Company believes that during the year ended December 31, 1996, all filing
requirements to the Company's Directors, officers and greater than 10%
stockholders were met except Henry L. Hirvela, Steven M. Helm, Brian A. O'Leary
and Alan B. Shepard were each late in filing one report regarding one
transaction.
54
<PAGE> 5
ITEM 11. EXECUTIVE COMPENSATION
Summary of Compensation. The following table provides certain summary
information concerning compensation paid or accrued during the fiscal years
ended December 31, 1996, 1995 and 1994 to the Company's Chief Executive Officer
and to each of the four other most highly compensated executive officers serving
at the end of the fiscal year ended December 31, 1996 (the "Named Executive
Officers"):
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS/
NAME AND POSITION YEAR SALARY BONUS COMPENSATION SARS(1)(#)
- ------------------------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Roger A. Ramsey............................ 1996 $348,803 $120,000 $ 9,972(2) 600,000
Chief Executive Officer 1995 260,000 200,000 -- 232,175
1994 223,538 32,500 -- 40,000
Thomas H. Van Weelden...................... 1996 357,345 120,000 6,849(2) 600,000
President and Chief Operating Officer 1995 260,000 160,000 -- 232,175
1994 223,538 52,500 170,638(3) 40,000
Larry D. Henk.............................. 1996 197,700 85,000 448(2) 40,000
Vice President -- Operations 1995 175,000 65,000 -- 150,000
1994 135,800 44,000 -- 68,100
H. Steven Uthoff........................... 1996 197,147 45,000 68,569(4) 40,000
Vice President -- Controller 1995 175,000 52,500 -- 150,000
1994 84,015 9,000 -- 25,000
Henry L. Hirvela........................... 1996 157,827 85,000 26,830(5) 100,000
Vice President -- Chief Financial Officer 1995 -- -- -- --
1994 -- -- -- --
</TABLE>
- ---------------
(1) See "-- Option Grants in Last Fiscal Year," for certain information
regarding options granted during the fiscal year ended December 31, 1996.
(2) Represents dues associated with membership in certain organizations.
(3) Includes $156,261 paid by the Company as reimbursement for certain
relocation expenses, $10,772 for automobile allowance, fuel and maintenance,
and $3,605 for dues associated with membership in certain organizations.
(4) Represents reimbursement for certain relocation expenses.
(5) Includes $26,553 paid by the Company as reimbursement for certain relocation
expenses and $277 for dues associated with membership in certain
organizations.
55
<PAGE> 6
Option Grants in Last Fiscal Year. The following table provides certain
information with respect to options granted to the Chief Executive Officer and
to each of the Named Executive Officers during the fiscal year ended December
31, 1996 under the Incentive Plans:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENT OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/SARS EXERCISE APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME AND POSITION GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- ------------------------- ------------ ---------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Roger A. Ramsey.......... 400,000 21% $ 9.500 06/21/06 $2,389,800 $6,056,221
Chief Executive Officer 100,000 5% 9.500 06/21/06 597,450 1,514,055
100,000 5% 8.125 N/A 510,977 1,294,916
Thomas H. Van Weelden.... 400,000 21% 9.500 06/21/06 2,389,800 6,056,221
President and COO 100,000 5% 9.500 06/21/06 597,450 1,514,055
100,000 5% 8.125 N/A 510,977 1,294,916
Larry D. Henk............ 40,000 2% 6.875 01/24/06 172,946 438,279
Vice President --
Operations
H. Steven Uthoff......... 40,000 2% 6.875 01/24/06 172,946 438,279
Vice President --
Controller
Henry L. Hirvela......... 100,000 5% 9.125 04/01/06 573,866 1,454,290
Vice President and CFO
</TABLE>
- ---------------
(1) Each option granted under the Incentive Plans becomes immediately
exercisable on the occurrence of a Change in Control (as defined in the
Incentive Plans). No stock appreciation rights were granted during 1996. Mr.
Ramsey and Mr. Van Weelden each were awarded 100,000 in restricted stock
during 1996. The restrictions may be released or accelerated under certain
conditions.
(2) Because the exercise price of all options equals the market price per share
of Common Stock on the date of grant, the potential realizable value of the
options assuming 0% stock price appreciation is zero.
Aggregated Option Exercises and Fiscal Year Ended Option Values. The
following table provides certain information with respect to options exercised
during the fiscal year ended December 31, 1996 by the Chief Executive Officer
and each of the Named Executive Officers listed in the preceding tables:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS AT
ACQUIRED ON VALUE AT FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------------------- ----------- ----------- --------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Roger A. Ramsey............ -- -- 564,494 595,181 $2,453,265 $353,313
Thomas H. Van Weelden...... -- -- 401,994 520,181 1,608,263 240,815
Larry D. Henk.............. -- -- 179,800 90,000 825,975 344,000
H. Steven Uthoff........... -- -- 125,000 90,000 604,250 344,000
Henry L. Hirvela........... -- -- -- 100,000 -- 12,500
</TABLE>
- ---------------
(1) Calculated by multiplying the number of shares underlying outstanding
in-the-money options by the difference between the last sales price of the
Common Stock on December 31, 1996 ($9.25 per share) and the exercise price,
which ranges between $3.00 and $9.125 per share. Options are in-the-money if
the fair market value of the underlying Common Stock exceeds the exercise
price of the option.
56
<PAGE> 7
Employment Agreements. The Company has entered into Executive Employment
Agreements with certain Named Executive Officers. The Executive Employment
Agreements of Mr. Ramsey and Mr. Van Weelden provide a base salary of $500,000
and a primary term which expires in 1999 that, after each year of employment, is
automatically renewed for successive one-year terms. The Executive Employment
Agreements of Mr. Henk and Mr. Uthoff provide for salaries of $260,000 and
$225,000, respectively, and a primary term which expires in 1997 that is
automatically renewed for successive one-year terms. If the Executive Employment
Agreements of Messrs. Ramsey, Van Weelden, Henk or Uthoff are terminated by the
employee for Good Reason (as defined in the Executive Employment Agreement), of
by the Company without Cause (as defined in the Executive Employment Agreement),
the base salary will be paid until expiration of the term of the Executive
Employment Agreement. If the Executive Employment Agreements of Messrs. Ramsey,
Van Weelden, Henk or Uthoff are terminated by the employee for Good Reason or by
the Company without Cause and a Change in Control (as defined in the Executive
Employment Agreement) has occurred within two years preceding the date of
termination, the Company is obligated to pay an amount equal to the sum of two
times the base salary on the date of termination and the bonus paid for the
previous year. The Company has also entered into Employment Agreements with
Anthony F. Ciofalo, Michael G. Hannon, Peter S. Hathaway, Steven M. Helm and
Daniel J. Ivan. These Employment Agreements provide for base salaries ranging
from $85,000 to $225,000, as well as terms and severance arrangements similar to
those found in the Executive Employment Agreements of the Named Executive
Officers.
Compensation Committee Interlocks and Insider Participation. Messrs.
Coulter, Lehmann and Shepard served on the Compensation Committee of the Board
of Directors in 1996. No member of the Compensation Committee has ever served as
an executive officer of the Company. The Company has issued securities to, and
raised working capital through borrowings from Equus. See "-- Certain
Relationships and Related Transactions."
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT
Under the supervision of the Compensation Committee, the Company has
developed and implemented compensation policies, plans and programs designed to
enhance the profitability of the Company, and therefore stockholder value, by
aligning closely the financial interests of the Company's senior executives with
those of its stockholders. Therefore, executive compensation is related to the
financial performance of the Company and consists of the following elements:
base compensation, cash bonus and incentive stock benefits.
Executive base compensation for senior executives (including the Chief
Executive Officer and the Named Executive Officers) is intended to be
competitive with that paid in comparably situated industries and to provide a
reasonable degree of financial security and flexibility to those individuals who
the Board of Directors regards as adequately performing the duties associated
with the various senior executive positions. In furtherance of this objective,
the Compensation Committee periodically, though not necessarily annually,
reviews the salary levels of a sampling of solid waste management companies that
are regarded by the Compensation Committee as having sufficiently similar
financial and operational characteristics to provide a reasonable basis for
comparison. Although the Compensation Committee does not attempt to specifically
tie executive base pay to that offered by any particular sampling of companies,
the review provides a useful gauge in administering the Company's base
compensation policy. In general, however, the Compensation Committee considers
the credentials, length of service, experience, and consistent performance of
each individual senior executive when setting compensation levels. To ensure
retention of qualified management, the Company has entered into employment
agreements with its key management personnel. The employment agreements
establish annual base salary amounts that the Compensation Committee may
increase, based on the foregoing criteria.
The Compensation Committee evaluated the experience, length of service and
the general success of the Company's operations in determining the Chief
Executive Officer's compensation for 1996. The Compensation Committee also
considered the Company's growth through its acquisition strategy, the Company's
revenues, profitability and realization of operational efficiencies in 1996. The
Compensation Committee noted that the Company achieved significant growth in
revenues and profitability in 1996 as compared to 1995 and that the Company
successfully completed the Laidlaw Acquisition, which significantly increased
the
57
<PAGE> 8
Company's revenues and scope of operations in 1996. Based on these factors, the
Committee increased the salary of the Chief Executive Officer to $500,000 for
1997.
Annual cash bonuses reflect a policy of requiring a certain level of
Company financial performance for the year before any cash bonuses are earned by
senior executives. In setting such performance criteria, the Compensation
Committee considers the total compensation payable or potentially available to
the Chief Executive Officer and other senior executives, including the Named
Executive Officers. The Compensation Committee has tied potential bonus
compensation to performance factors, including the officer's efforts and
contributions towards obtaining Company goals, the Company's overall growth, and
the results of the officer's efforts in achieving Company growth. Based on the
Company's significantly improved financial performance in 1996, as reflected in
significant increases in revenues, cash flow, earnings per share and shareholder
return on equity, and the successful completion of the Laidlaw Acquisition, the
Compensation Committee awarded a bonus of $120,000 to the CEO.
The Incentive Plans are intended to provide key employees, including the
Chief Executive Officer and the Named Executive Officers of the Company and its
subsidiaries with a continuing proprietary interest in the Company, with a view
to increasing the interest in the Company's welfare of those personnel who share
the primary responsibility for the management and growth of the Company.
Moreover, the Incentive Plans provide a significant non-cash form of
compensation, which is intended to benefit the Company by enabling it to
continue to attract and to retain qualified personnel.
The Compensation Committee is authorized to make Incentive Awards under the
Incentive Plans to key employees, including officers (whether or not they are
also directors) of the Company and its subsidiaries. Although the Incentive
Awards are not based on any one criteria, the Committee considers:
(i) management's ability to implement the Company's strategy of
geographic expansion through acquisition followed by successful integration
and assimilation of the acquired companies;
(ii) margin improvements achieved through management's realization of
operational efficiencies, as well as revenue and earnings growth; and
(iii) the attainment of personal performance goals established for
certain employees as well as district and company-wide performance goals.
The Compensation Committee also uses Incentive Awards as a form of
compensation in lieu of providing salary increases, based on its view that
Incentive Awards provide a more effective incentive for management performance
than cash payment.
Based on these criteria, during the fiscal year ended December 31, 1996,
the Company granted to the Chief Executive Officer and Named Executive Officers
options covering an aggregate of 1,180,000 shares of Common Stock at exercise
prices between $6.875 and $9.500 per share. At December 31, 1996, the Chief
Executive Officer and Named Executive Officers held options covering an
aggregate of approximately 2,666,650 shares of which 1,271,288 shares were
vested and exercisable.
The Management Development and Compensation Committee of the Board of
Directors.
Nolan Lehmann
Alan B. Shepard
James G. Coulter
58
<PAGE> 9
PERFORMANCE GRAPH
The following performance graph compares the performance of the Common
Stock to the Nasdaq Composite Index and to an index of peer companies selected
by the Company. The graph covers the period from December 31, 1991 to
December 31, 1996. The graph assumes that the value of the investment in the
Common Stock and each index was $100 at December 31, 1991 and that all
dividends were reinvested.
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Allied Waste Industries, Inc. $ 9.00 $ 4.75 $ 5.25 $ 4.00 $ 7.13 $ 9.25
- -----------------------------------------------------------------------------------------------
Index 100.0 52.8 58.3 44.4 79.2 102.8
- -----------------------------------------------------------------------------------------------
Nasdaq Composite Index $187.20 $217.86 $250.09 $244.46 $345.72 $425.28
- -----------------------------------------------------------------------------------------------
Index 100.0 116.4 133.6 130.6 184.7 227.2
- -----------------------------------------------------------------------------------------------
Peer Group:
BFI, Inc. $ 21.75 $ 26.13 $ 25.75 $ 28.38 $ 29.38 $ 26.25
American Waste Services, Inc. 7.38 3.38 3.13 1.63 2.00 2.38
WMX Technologies, Inc. 42.13 40.00 26.38 26.13 29.75 32.50
USA Waste Services, Inc. 14.00 14.50 11.38 11.38 18.88 31.88
--------------------------------------------------------------
Total $ 85.26 $ 84.01 $ 66.64 $ 67.50 $ 80.00 $ 93.00
- -----------------------------------------------------------------------------------------------
Index 100.0 98.5 78.2 79.2 93.8 109.1
- -----------------------------------------------------------------------------------------------
</TABLE>
59
<PAGE> 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock at March 31, 1997 by: (i) each person who is known
by the Company to own beneficially more than five percent of the outstanding
shares of Common Stock, (ii) each director and named executive officer, and
(iii) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
PERCENT
NAME OF PERSON OR IDENTITY OF GROUP(1) NUMBER OF CLASS
------------------------------------------------------------- ---------- --------
<S> <C> <C>
Roger A. Ramsey.............................................. 998,667(2) 1.3%
Thomas H. Van Weelden........................................ 1,309,013(3) 1.7%
Laidlaw Transportation, Inc.(4)(17).......................... 14,600,000(5) 19.1%
669 Airport Freeway, Suite 400
Hurst, Texas 76102
TPG Partners, L.P.(17)....................................... 11,776,765(6) 15.3%
TPG Parallel I, L.P.
201 Main Street, Suite 2420
Fort Worth, Texas 76102
Nolan Lehmann................................................ 1,547,310(7) 2.0%
Brian A. O'Leary............................................. 6,005,241 7.8%
Daniel J. Ivan............................................... 113,903(8) *
Larry D. Henk................................................ 288,020(9) *
H. Steven Uthoff............................................. 202,333(10) *
Robert G. Reedy.............................................. 71,893(11) *
Alan B. Shepard.............................................. 74,596(12) *
James Bullock................................................ 25,000(13) --
Iran R. Cairns............................................... 14,625,000(14) 19.1%
William K. Reilly............................................ 35,000(13) *
John M. Lewis................................................ 37,243(15) *
James G. Coulter............................................. 11,811,765(16) 15.3%
Jeffrey A. Shaw.............................................. 35,000(13) *
All directors and executive officers as a group (19 persons)
(2)-(3), (6)-(16).......................................... 32,607,966 41.3%
</TABLE>
- ---------------
* Does not exceed one percent.
(1) Unless otherwise indicated, the address of each person or group listed
above is 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona
85260.
(2) Includes (i) 75,694 shares of Common Stock that are beneficially owned by
an affiliate of Mr. Ramsey and (ii) 564,494 shares of Common Stock that may
be acquired on the exercise of options.
(3) Includes 440,119 shares of Common Stock that may be acquired on the
exercise of options and warrants.
(4) Laidlaw Transportation, Inc. is a wholly-owned subsidiary of Laidlaw Inc.,
3221 North Service Road, Burlington, Ontario, Canada L7R 3Y8
(5) Does not include a warrant to purchase 20,400,000 shares of Common Stock
which may not be exercised by Laidlaw Transportation, Inc. or any affiliate
unless there is a change of control of the Company.
(6) The general partners of each of TPG Partners, L.P. and TPG Parallel I, L.P.
is TPG GenPar, L.P., a Delaware limited partnership. The general partner of
TPG GenPar, L.P. is TPG Advisors, Inc. a
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<PAGE> 11
Delaware corporation. The stockholders of TPG Advisors, Inc. are David
Bonderman, James G. Coulter and William S. Price, III, none of whom own a
majority of the outstanding stock.
(7) Includes (i) 1,491,449 shares of Common Stock that are beneficially owned
by an affiliate of Mr. Lehmann, and (ii) 45,000 shares of Common Stock that
may be acquired on the exercise of options.
(8) Includes 110,567 shares of Common Stock that may be acquired on the
exercise of options.
(9) Includes 243,133 shares of Common Stock that may be acquired on the
exercise of options.
(10) Includes 188,333 shares of Common Stock that may be acquired on the
exercise of options and warrants.
(11) Includes 45,000 shares of Common Stock that may be acquired on the exercise
of options.
(12) Includes 45,000 shares of Common Stock that may be acquired on the exercise
of options.
(13) Represents shares of Common Stock that may be acquired on the exercise of
options.
(14) Includes (i) 25,000 shares of Common Stock that may be acquired on the
exercise of options and (ii) 14,600,000 shares of Common Stock that are
beneficially owned by Laidlaw Transportation, Inc.
(15) Includes 35,000 shares of Common Stock that may be acquired on the exercise
of options.
(16) Includes (i) 35,000 shares of Common Stock that may be acquired on the
exercise of options and (ii) 11,776,765 shares of Common Stock which are
beneficially owned by TPG Partners, L.P.
(17) Subsequent to March 31, 1997, Laidlaw, TPG and the Company entered into
agreements pursuant to which these shares will be purchased by Apollo
Investment Fund III, L.P. and Blackstone Capital Partners II Merchant
Banking Fund L.P., and which are expected to close in the second quarter of
1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company enters into transactions with related parties only with the
approval of a majority of the independent and disinterested Directors and only
on terms the Company believes to be comparable to or better than those that
would be available from unaffiliated parties. In the Company's view, all of the
transactions described below meet that standard.
Nolan Lehmann is President and a Director of Equus and a Director of the
Company. On May 3, 1996, the Company issued 23,751 shares of its Common Stock to
Equus in satisfaction of a conversion fee due pursuant to the conversion of 9%
Cumulative Convertible Preferred Stock.
Roger A. Ramsey is a general partner of HP, which through its affiliates is
a stockholder of the Company, and is Chairman, Chief Executive Officer and a
Director of the Company.
In consideration of the acquisition of R.18 in January 1992, the Company
and Thomas H. Van Weelden entered into a non-competition agreement which
provides for the payment to Mr. Van Weelden of an annual fee of $25,000 through
February, 1997. Prior to the Company's acquisition of EDC, Mr. Van Weelden,
certain of his affiliates and certain other persons entered into an agreement
with EDC pursuant to which EDC is obligated to pay an aggregate of $5.6 million
on the issuance of a permit entitling EDC or its subsidiaries to operate a
non-hazardous solid waste landfill comprising at least 7,000,000 cubic yards of
airspace on a tract of land formerly owned by such parties. In April 1995, this
permit was issued and the $5.6 million obligation was remitted to the
aforementioned parties in the form of cash and promissory notes. Thomas H. Van
Weelden, Larry D. Henk and James G. Van Weelden received $1,204,875,$187,250 and
$655,375, respectively, in four-year promissory notes bearing interest at 12%.
All promissory notes issued in connection with this permit are guaranteed by the
Company.
Curtis T. Ramsey received $88,350 in salary plus bonus for the year ended
December 31, 1996. Curtis Ramsey is the son of Roger A. Ramsey.
Edward L. Van Weelden and James G. Van Weelden received $135,000 and
$160,000, respectively, in salary and bonus for the year ended December 31,
1996.
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<PAGE> 12
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant, Allied Waste Industries, Inc.,
has caused this Report to be signed on its behalf by the undersigned, in the
City of Scottsdale, State of Arizona, on April 30, 1997.
Allied Waste Industries, Inc.
By: /s/ HENRY L. HIRVELA
------------------------------------
Henry L. Hirvela
Vice President-Chief Financial
officer
(Principal Financial Officer)
By: /s/ PETER S. HATHAWAY
------------------------------------
Peter S. Hathaway
Vice President-Chief Accounting
Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
April 30, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ------------------------------------------------
<C> <S>
/s/ ROGER A. RAMSEY Director, Chairman of the Board of Directors and
- ------------------------------------------ Chief Executive Officer
Roger A. Ramsey
/s/ THOMAS VAN WEELDEN Director, President and Chief Operating Officer
- ------------------------------------------
Thomas Van Weelden
/s/ HENRY L. HIRVELA Vice President -- Chief Financial Officer
- ------------------------------------------ (Principal Financial Officer)
Henry L. Hirvela
/s/ PETER S. HATHAWAY Vice President -- Chief Accounting Officer
- ------------------------------------------ (Principal Accounting Officer)
Peter S. Hathaway
/s/ DANIEL J. IVAN Director, Vice President
- ------------------------------------------
Daniel J. Ivan
/s/ NOLAN LEHMANN Director
- ------------------------------------------
Nolan Lehmann
/s/ ROBERT G. REEDY Director
- ------------------------------------------
Robert G. Reedy
/s/ ALAN B. SHEPARD Director
- ------------------------------------------
Alan B. Shepard
Director
- ------------------------------------------
James G. Coulter
</TABLE>
65
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ------------------------------------------------
<C> <S>
/s/ JEFFREY A. SHAW Director
- ------------------------------------------
Jeffrey A. Shaw
/s/ JOHN M. LEWIS Director
- ------------------------------------------
John M. Lewis
/s/ WILLIAM K. REILLY Director
- ------------------------------------------
William K. Reilly
/s/ BRIAN A. O'LEARY Director
- ------------------------------------------
Brian A. O'Leary
/s/ JAMES R. BULLOCK Director
- ------------------------------------------
James R. Bullock
/s/ IVAN CAIRNS Director
- ------------------------------------------
Ivan Cairns
</TABLE>
66
