SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission
Only (as Permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ALLIED WASTE INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
<PAGE>
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 2, 1997
June 10, 1997
Notice is hereby given that the annual meeting (the "Annual Meeting") of
the stockholders of Allied Waste Industries, Inc., a Delaware corporation (the
"Company"), will be held at the Company's corporate headquarters (the "Corporate
Headquarters"), 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona
85260, on Wednesday, July 2, 1997, at 10:00 a.m., Arizona time, for the purpose
of electing twelve directors of the Company.
A record of the stockholders has been taken as of the close of business on
May 28, 1997, and only those stockholders of record on that date will be
entitled to notice of and to vote at the Annual Meeting. A list of such
stockholders will be available commencing June 20, 1997, and may be inspected
prior to the Annual Meeting, during normal business hours at the Corporate
Headquarters.
Your participation in the Company's affairs is important. To ensure your
representation, if you do not expect to be present at the meeting, please sign
and date the enclosed proxy and return it promptly in the enclosed
postage-prepaid envelope which has been provided for your convenience. The
prompt return of proxies will ensure a quorum and save the Company the expense
of further solicitation.
By Order of the Board of Directors,
/s/ ROGER A. RAMSEY
Roger A. Ramsey
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
PROXY STATEMENT
REGARDING
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
JULY 2, 1997
This proxy statement is being mailed to stockholders commencing on or
about June 10, 1997, in connection with the solicitation by the Board of
Directors (the "Board of Directors") of Allied Waste Industries, Inc., a
Delaware corporation (the "Company"), of proxies to be voted at the annual
meeting of stockholders (the "Annual Meeting") to be held in Scottsdale, Arizona
on Wednesday, July 2, 1997, and upon any adjournment thereof, for the purposes
set forth in the accompanying notice. Proxies will be voted in accordance with
the directions specified thereon and otherwise in accordance with the judgment
of the persons designated as the holder of the proxies. Abstentions and broker
non-votes will be treated as present at the meeting for purposes of determining
a quorum, but will be disregarded in the calculation of a plurality or of total
votes cast. Broker non-votes will be treated as not present and not entitled to
vote on any matter as to which the broker has indicated that it does not have
authority to vote. Any proxy on which no direction is specified will be voted
(1) FOR the twelve nominees for director of the Company named herein and in the
accompanying proxy (the "Nominees"), and (2) otherwise in accordance with the
judgment of the person specified thereon. A stockholder may revoke a proxy by:
(1) delivering to the Company written notice of revocation, (2) delivering to
the Company a proxy signed on a later date or (3) appearing at the Annual
Meeting and voting in person.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, regular employees of the
Company may, if necessary to assure the presence of a quorum, solicit proxies in
person or by telephone. The persons designated to vote shares covered by Board
of Directors' proxies intend to exercise their judgment in voting such shares on
other matters that may properly come before the meeting. Management does not
expect that any matters other than those referred to in this proxy statement
will be presented for action at the meeting.
OUTSTANDING VOTING SECURITIES
As of May 28, 1997, the record date (the "Record Date") for the
determination of stockholders entitled to vote at the Annual Meeting, there were
issued, outstanding and entitled to vote 76,946,606 shares of the common stock,
par value $.01 per share (the "Common Stock"). Delaware law, the Company's
Certificate of Incorporation (the "Certificate") and the Company's Bylaws (the
"Bylaws") provide that each share of Common Stock entitles the holder to one
vote on all matters presented at the Annual Meeting.
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, twelve directors of the Company are to be elected,
each director to hold office until his successor is elected and qualified. The
Nominees have been nominated by the Board of Directors and have previously
served as Directors of the Company, except as otherwise indicated below. If any
Nominee should become unavailable for election, the proxy may be voted for a
substitute nominee selected by the persons named in the proxy or the Board of
Directors may be reduced accordingly. The Board of Directors is not aware of any
circumstances likely to render any Nominee unavailable.
The twelve Nominees who receive a plurality of votes cast by the holders
of the Common Stock entitled to vote at the Annual Meeting shall be the duly
elected Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL TWELVE NOMINEES OF THE
COMPANY TO THE BOARD OF DIRECTORS
INFORMATION REGARDING THE NOMINEES
Certain information regarding each of the Nominees is set forth in the
following table:
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITIONS HELD AGE SINCE
- ---- -------------- --- --------
<S> <C> <C> <C>
Roger A. Ramsey..........................................Chairman of the Board of Directors and Chief 58 1989
Executive Officer, Director
Thomas H. Van Weelden....................................President and Chief Operating Officer, Director 42 1992
Nolan Lehmann............................................Director 53 1990
Alan B. Shepard..........................................Director 73 1994
Brian A. O'Leary.........................................Director 58 1997
Michael Gross............................................Director 35 1997
David B. Kaplan..........................................Director 29 1997
Antony P. Ressler........................................Director 36 1997
Howard A. Lipson.........................................Director 33 1997
Dennis Hendrix...........................................Nominee 57 -
Warren B. Rudman.........................................Nominee 67 -
Vincent Tese.............................................Nominee 54 -
</TABLE>
For certain information regarding the beneficial ownership of the Common
Stock by each of the Nominees, see "Other Information--Principal Stockholders."
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
2
<PAGE>
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.
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., Brazos Sportswear, Inc., Drypers
Corporation and Garden Ridge Corporation.
ALAN B. SHEPARD has served as a Director since April 1994. Mr. Shepard is
a retired Rear 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.
BRIAN A. O'LEARY has served as a Director since January 1997. Mr. O'Leary
founded Container Corporation of Carolina, a solid waste management operation
headquartered in Charlotte, North Carolina in 1970, and served as its President
and Chief Executive Officer until its acquisition by the Company in June 1996.
MICHAEL GROSS has served as a Director since May 1997. In 1990, Mr. Gross
was one of the founding principals of Apollo Advisors, L.P. ("Apollo") which,
together with an affiliate, serves as the managing general partner of Apollo
Investment Fund, L.P., AIF II, L.P. and Apollo Investment Fund III, L.P., which
are private securities investment funds, and of Lion Advisors, L.P. ("Lion
Advisors"), which acts as financial advisor to and representative for certain
institutional investors with respect to securities investments. Mr. Gross is
also a director of Furniture Brands International, Inc., Converse, Inc., The
Florsheim Group, Inc., Urohealth Systems, Inc. and Proffitt's, Inc.
DAVID B. KAPLAN has served as a Director since May 1997. Since 1991, Mr.
Kaplan has been associated with and a limited partner of Apollo and Lion
Advisors. Mr Kaplan is also a director of BDK Holdings, Inc., Dominick's
Supermarkets, Inc., PRI Holdings, Inc., WMC Finance Co. and Family Restaurants,
Inc.
ANTONY P. RESSLER has served as a Director since May 1997. In 1990, Mr.
Ressler was one of the founding principals of Apollo and Lion Advisors. Mr.
Ressler is currently a director of Dominick's Supermarkets, Inc., Family
Restaurants, Inc., PRI Holdings, Inc., United International Holdings, Inc., and
Vail Resorts, Inc. Mr. Ressler is also the Vice Chairman of LEARN (the Los
Angeles Educational Alliance for Reform Now), the largest public school reform
movement in the United States and a member of the executive committee of the
board of directors of the Jonsson Comprehensive Cancer Center at the UCLA
Medical Center.
HOWARD A. LIPSON has served as a Director since May 1997 and is a member
of Blackstone Group Holdings L.L.C. Mr. Lipson was Managing Director from 1994
to 1995, was a Vice President from 1991 to 1994 and joined The Blackstone Group
L.P. in 1988. Mr. Lipson is a director of Volume Services, Inc., Prime
Succession Inc., Ritvik Holdings, Inc., AMF Group, Inc. and Rose Hills, Inc.
DENNIS HENDRIX serves as a director of Pan Energy Corp., a large energy
services company ("Pan Energy"), and is expected to serve on the board of
directors of Duke Energy, which is to be formed by the merger of PanEnergy and
Duke Power expected to be completed in June 1997. From November 1990 until April
1997, he served as chairman of the board of directors of PanEnergy and as
PanEnergy's chief executive officer from November 1990 until April 1995. Prior
to joining PanEnergy, Mr. Hendrix was president and chief executive officer of
Texas Eastern Corporation from 1986 to 1989. He is also chairman of the board of
directors of TEPPCO Partners, LP and a director of Texas Commerce Bancshares.
3
<PAGE>
WARREN B. RUDMAN has been a partner in the law firm of Paul, Weiss,
Rifkind, Wharton and Garrison since 1992. From 1980 until 1992, Mr. Rudman
served as a United States Senator from New Hampshire. While in the Senate, Mr.
Rudman was Chairman and Vice Chairman of the Ethics Committee and also served on
the Appropriations Committee, the Intelligence Committee, the Governmental
Affairs Committee and the Permanent Subcommittee on Investigations. He also
serves on the board of directors of the Chubb Corporation, Collins & Aikman,
Prime Succession and the Raytheon Company. Mr. Rudman currently serves as Vice
Chairman of the President's Foreign Intelligence Advisory Board and on the board
of trustees of Boston College, Valley Forge Military Academy, the Council on
Foreign Relations and the Brookings Institution.
VINCENT TESE is on the board of directors of The Bear Stearns Companies,
Inc. ("Bear Stearns"), a national investment bank and brokerage company, which
he joined in December 1994. Prior to Bear Stearns, he served the government of
New York state from 1983 to December 1994 in several positions, including
Director of Economic Development, Chairman and Chief Executive Officer of the
Urban Development Corporation, and Commissioner of the Department of Economic
Development. Mr. Tese has also served as a Commissioner of the Port Authority of
New York and New Jersey. In 1976, Mr. Tese co-founded Cross Country Cable TV,
Inc. and has also served as chairman of the board of directors of Cross Country
Wireless, Inc., which was sold to Pacific Telesis in 1995. He is currently the
chairman of the board of directors of Wireless Cable International, Inc.
VOTING AGREEMENTS REGARDING THE ELECTION OF DIRECTORS
Pursuant to a Shareholders Agreement dated May 15, 1997 (the "Shareholders
Agreement") between the Company and certain private securities investment funds
affiliated with either: (i) Apollo Advisors II, L.P. or (ii) the Blackstone
Group (collectively the "Apollo/Blackstone Investors"), the Company has agreed,
until the earlier to occur of the sixth anniversary of the Shareholders
Agreement or the date upon which the Apollo/Blackstone Investors own,
collectively, less than 20% of the shares (the "Apollo Blackstone Shares") of
Common Stock acquired from TPG Partners, L.P., TPG Parallel I, L.P. and Laidlaw
Transportation, Inc., to nominate and support the election to the Board of
Directors of certain individuals (the "Shareholder Designees") designated by the
Apollo/Blackstone Investors. For so long as the Apollo/Blackstone Investors
beneficially own: (i) 75% or more of the Apollo/Blackstone Shares, they shall be
entitled to designate four Shareholder Designees; (ii) 50% or more but less than
75% of the Apollo/Blackstone Shares, they shall be entitled to designate three
Shareholder Designees; (iii) 25% or more but less than 50% of the
Apollo/Blackstone Shares, they shall be entitled to designate two Shareholder
Designees; and (iv) 20% or more but less than 25% of the Apollo/Blackstone
Shares, they shall be entitled to designate one Shareholder Designee; PROVIDED,
that if, at any time as a result of the Company's issuance of voting securities,
the Apollo/Blackstone Investors beneficially own 9% or less of the total voting
power of voting securities then outstanding, the Apollo/Blackstone Investors
shall only be entitled to one Shareholder Designee. Messrs. Gross, Kaplan,
Ressler and Lipson are the Shareholders Designees designated by the
Apollo/Blackstone Investors.
In the Shareholders Agreement, the Company agreed to: (i) limit the number
of executive officers of the Company that serve on the Board of Directors to
two; and (ii) nominate persons to the remaining positions on the Board of
Directors who are recommended by the Nominating Committee and are not an
employee, officer or outside counsel of the Company or a partner, employee,
director, officer, affiliate or associate of any Apollo/Blackstone Investor (the
"Unaffiliated Directors"). Unaffiliated Directors shall be nominated only upon
the approval of a majority of the Nominating Committee, which shall consist of
not more than four Directors, at least two of whom shall be Shareholder
Designees or such less number of Shareholder Designees as then serves on the
Board of Directors. If the Apollo/Blackstone Investors beneficially own less
than 50% of the Apollo/Blackstone Shares, the Nominating Committee shall contain
only one member that is a Shareholder Designee.
In the Shareholders Agreement, each Apollo/Blackstone Investor has agreed
that, until the earlier to occur of the seventh anniversary of the Shareholders
Agreement or the date upon which the Apollo/Blackstone Investors own,
collectively, voting securities of the Company which represent less than 10% of
the total voting power of all of all voting securities on a fully diluted basis,
such Apollo/Blackstone Investor and their affiliates shall vote all voting
securities
4
<PAGE>
beneficially owned by such persons to elect the individuals nominated to Board
of Directors in accordance with the appropriate provisions of the Shareholders
Agreement.
ACTIVITY, STRUCTURE, AND COMPENSATION OF THE BOARD OF DIRECTORS AND CERTAIN
COMMITTEES
The Company's operations are managed under the broad supervision of the
Board of Directors, which has responsibility for the establishment and
implementation of the Company's general operating philosophy, objectives, goals
and policies. During 1996, the Board of Directors convened on four regularly and
eight specially scheduled occasions, and each Director, other than Mr. Reilly
and Mr. Shepard, attended at least 75% of the meetings held by the Board and any
committees on which he served during the time he has served as a Director.
Employee Directors do not receive additional compensation for service on
the Board of Directors or its committees. The Company currently pays each
non-employee Director a cash fee of $3,000 at the end of each calendar quarter
of service, $1,000 for each regular and special meeting of the Board of
Directors attended and $500 for each meeting of any committee of the Board of
Directors attended plus travel expenses if appropriate. Under the 1994 Amended
and Restated Non-Employee Director Stock Option Plan (the "Director Plan"),
pursuant to an annual election by the Director, these cash fees may be converted
into shares of Common Stock at the market price (as defined in the Director
Plan) on the last day of the quarter in which the fees are paid.
The Director Plan entitles each Director who is not an employee of the
Company to receive an option to purchase 25,000 shares of Common Stock on his
initial election to the Board of Directors. Further, the Director Plan also
entitles each non-employee Director to receive an option to purchase 10,000
shares on each date he is reelected. Employee Directors are eligible to
participate in the Company's 1991, 1993 and 1994 Incentive Stock Plans
(collectively, the "Incentive Plans"). See "Other Information--Management
Development and Compensation Committee Report."
The Board of Directors currently has four standing committees, which,
pursuant to delegated authority, perform various duties on behalf of and report
to the Board of Directors: (i) the Executive Committee, (ii) the Management
Development and Compensation Committee (the "Compensation Committee"), (iii) the
Audit Committee and (iv) the Nominating Committee. The Executive Committee is
authorized to exercise, to the extent permitted by law, the power of the full
Board of Directors when a meeting of the full Board of Directors is not
practicable or necessary. The current members of the Executive Committee are
Messrs. Ramsey, Van Weelden and Ressler. The Executive Committee convened on two
occasions in 1996 and acted by unanimous consent on several other occasions. The
Compensation Committee sets the compensation for the officers of the Company and
administers the Company's compensation plans. The current members of the
Compensation Committee are Messrs. Shepard, Lehmann and Ressler. During 1996,
the Compensation Committee convened on five occasions. The Audit Committee
reviews with the auditors the scope of and matters pertaining to the auditing of
the Company's financial condition and results of operations. The current members
of the Audit Committee are Messrs. Lipson, Kaplan and Reedy. The Audit Committee
met on three occasions during 1996. The Nominating Committee evaluates and
recommends nominees for Director to the Board of Directors. The current members
of the Nominating Committee are Messrs. Ramsey, Van Weelden, Lipson and Ressler.
The Nominating Committee was established in May 1997.
5
<PAGE>
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information, derived from filings
with the Securities and Exchange Commission and other public information,
regarding the beneficial ownership of the Company's Common Stock at May 28, 1997
by: (i) each person who is known by the Company to beneficially own more than
five percent of the outstanding shares of Common Stock, (ii) each of the current
Directors, (iii) each of the Nominees named in "Election of
Directors--Information Regarding the Nominees," (iv) each of the executive
officers named in the Summary Compensation Table (see "--Executive
Compensation"), and (v) all Directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-----------------------------------------------
NAME OF PERSON OR IDENTITY OF GROUP(1) NUMBER PERCENT OF CLASS
------------------------ ---------------------
<S> <C> <C>
Roger A. Ramsey..................................................................... 1,077,181(2) 1.4%
Thomas H. Van Weelden............................................................... 1,362,527(3) 1.8%
Apollo Investment Fund III, L.P.
Apollo Overseas Partners III, L.P.
Apollo (U.K.) Partners III, L.P.
c/o Apollo Advisors, II, L.P. (4)................................................ 17,144,897(4) 22.3%
1 Manhattanville Road
Purchase, New York 10577
Blackstone Capital Partners II Merchant Banking Fund L.P.
Blackstone Offshore Capital Partners II L.P.
Blackstone Family Investment Partnership II L.P.
c/o Blackstone Management Associates II L.L.C. (5)............................... 9,231,868(5) 12.0%
345 Park Avenue
New York, New York 10154
Nolan Lehmann....................................................................... 1,431,370(6) 1.9%
Brian A. O'Leary.................................................................... 4,705,241 6.1%
Larry D. Henk....................................................................... 288,020(7) *
H. Steven Uthoff.................................................................... 241,500(8) *
Henry L. Hirvela.................................................................... 33,333(9) *
Alan B. Shepard..................................................................... 74,471(10) *
Michael Gross....................................................................... 17,169,897(11) 22.3%
David B. Kaplan..................................................................... 17,169,897(11) 22.3%
Antony P. Ressler................................................................... 17,169,897(11) 22.3%
Howard A. Lipson.................................................................... 9,256,868(12) 12.0%
Daniel J. Ivan(13).................................................................. 174,736(14) *
Robert G. Reedy(13)................................................................. 72,768(15) *
Dennis Hendrix...................................................................... - -
Warren B. Rudman.................................................................... - -
Vincent Tese........................................................................ - -
All Directors and executive officers
as a group (19 persons) (2)-(3), (6)-(15)........................................ 36,003,388 45.5%
</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.
6
<PAGE>
(2) Includes (i) 75,694 shares of Common Stock that are beneficially owned by
an affiliate of Mr. Ramsey, and (ii) 643,008 shares of Common Stock that
may be acquired on the exercise of options.
(3) Includes 493,633 shares of Common Stock that may be acquired on the
exercise of options and warrants.
(4) Apollo Advisors II, L.P. ("Apollo Advisors") serves as general partner
for each of Apollo Investment Funds III, L.P., Apollo Overseas Partners
III, L.P. and Apollo (UK) Partners III (collectively, the "Apollo
Investors"), which directly own 15,632,717, 934,397 and 577,783 shares of
Common Stock, respectively, representing 20.3%, 1.2% and 0.8% of the
outstanding Common Stock, respectively. Messrs. Gross, Kaplan and Ressler
are principals of Apollo Advisors and each disclaim beneficial ownership
of the indicated shares.
(5) Blackstone Management Associates II L.L.C. ("Blackstone Associates")
serves as general partner for each of Blackstone Capital Partners II
Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P.
and Blackstone Family Investment Partnership II L.P. (collectively, the
"Blackstone Investors"), which directly own 6,611,545, 1,962,385 and
657,938 shares of the outstanding Common Stock, respectively,
representing 8.6%, 2.6% and 0.9% of the outstanding Common Stock,
respectively. Mr. Lipson is Senior Managing Director of Blackstone
Associates and disclaims beneficial ownership of the indicated shares.
(6) Includes (i) 1,374,634 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.
(7) Includes 243,133 shares of Common Stock that may be acquired on the
exercise of options.
(8) Includes 240,000 shares of Common Stock that may be acquired on the
exercise of options.
(9) Represents shares of Common Stock that may be acquired on the exercise of
options.
(10) Includes 45,000 shares of Common Stock that may be acquired on the
exercise of options.
(11) Includes (i) 17,144,892 shares beneficially owned by the Apollo
Investors. Each of Messrs. Gross, Kaplan and Ressler disclaims beneficial
ownership of such shares, and (ii) 25,000 shares that may be acquired on
the exercise of options.
(12) Includes (i) 9,231,868 shares beneficially owned by the Blackstone
Investors. Mr. Lipson disclaims beneficial ownership of such shares, and
(ii) 25,000 shares that may be acquired on the exercise of options.
(13) Pursuant to the Shareholders Agreement, Mr. Reedy and Mr. Ivan, who are
currently Directors, will not stand for re-election.
(14) Includes 171,400 shares of Common Stock that may be acquired on the
exercise of options.
(15) Includes 45,000 shares of Common Stock that may be acquired on the
excercise of options.
EXECUTIVE OFFICERS
The executive officers of the Company serve at the pleasure of the Board
of Directors and are subject to annual appointment by the Board of Directors at
its first meeting following the annual meeting of stockholders. All of the
Company's executive officers are listed in the following table, and certain
information concerning those officers who are not also members of the Board of
Directors follows the table:
NAME AGE POSITION HELD
---- --- -------------
Roger A. Ramsey............ 58 Chairman of the Board of Directors and Chief
Executive Officer
Thomas H. Van Weelden...... 42 President and Chief Operating Officer
Henry L. Hirvela........... 45 Vice President and Chief Financial Officer
Steven M. Helm............. 49 Vice President - Legal and Secretary
Larry D. Henk.............. 37 Vice President of Operations
H. Steven Uthoff........... 48 Vice President - Acquisition Analysis and
Integration
7
<PAGE>
Michael G. Hannon.......... 42 Vice President of Corporate Development
Peter S. Hathaway.......... 41 Vice President and Chief Accounting Officer
James S. Eng............... 45 Controller
G. Thomas Rochford, Jr..... 48 Treasurer
Biographical information regarding Messrs. Ramsey and Van Weelden appears
in the biographical information regarding the Nominees. See "Election of
Directors--Nominees."
HENRY L. HIRVELA has served as Vice President and Chief Financial Officer
of the Company since November 1996. Mr. Hirvela has also served as Vice
President and Chief Financial Officer of Allied Parent since May 1996. From
September 1995 through February 1996 he served as Chief Financial Officer for
Power Computing Corporation, 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
responsibilities 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.
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 Illinois.
LARRY D. HENK has served as Vice President of Operations 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 - Acquisition Analysis and
Integration since April 1997. Mr. Uthoff has also served as Vice President -
Finance from January 1995 to November 1996 and Controller from June 1994 to
March 1997. 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.
MICHAEL G. HANNON has served as Vice President of Corporate Development
since April 1994. From 1975 to 1993, Mr. Hannon was employed by Laidlaw Waste
Systems, Inc. ("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 HATHAWAY has served as Chief Accounting Officer since February 1995
and Vice President since May 1996. From May 1996 through April 1997, Mr.
Hathaway also served as Treasurer. From September 1991 through 1994 he was
employed by BFI as Controller and Finance Director for certain Italian
operations holding responsibilities for the acquisition, reorganization and
integration, controller, 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.
JAMES S. ENG has served as Controller since March 1997. Prior to joining
the Company, Mr. Eng served as the Controller of USA Waste Services, Inc., a
national solid waste management company, from September 1996 to March 1997. From
November 1992 to September 1996, he served as Vice President, Controller and
Chief Accounting Officer for Sanifill, Inc. ("Sanifill"), a large solid waste
management company. Before joining Sanifill, Mr. Eng served in various financial
positions with BFI.
G. THOMAS ROCHFORD, JR. has served as Treasurer since April 1997. From
July 1984 to April 1997, Mr. Rochford served in a number of management positions
with Sysco Corporation ("Sysco"), including Manager of Tax and Fixed Assets,
Director of Treasury Operations, and, most recently, Assistant Treasurer, with
responsibilities for finance, cash management, risk management and benefits.
Prior to joining Sysco, Mr. Rochford served with Hydril, Inc. ("Hydril"),
8
<PAGE>
a leading producer of oil well equipment, in several financial management
positions from April 1982 to July 1984. Before his employment with Hydril, Mr.
Rochford served in various audit capacities with the Indiana State Revenue
Department.
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
ANNUAL COMPENSATION AWARDS
--------------------------------------------------- ------------
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
Chairman Of The Board Of Directors And 1995 260,000 200,000 -- 232,175
Chief Executive Officer 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 Of 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 - Acquisition Analysis 1995 175,000 52,500 -- 150,000
And Integration 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 $277 for dues associated with membership in
certain organizations.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR. The following table provides certain
information with respect to options granted to the Chief Executive Officer and
to each of the Named Executive Officers during the fiscal year ended December
31, 1996 under the Incentive Plans:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
---------------------------------------------------------- ----------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARs EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARs EMPLOYEES IN PRICE EXPIRATION 5% 10%
NAME AND POSITION GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE ($) ($)
--------------- --------------- ------------ ----------- -------------- -------------
<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(3) 5% 8.125 N/A 510,977 1,294,916
246,154(4) N/A 8.125 N/A 552,563 1,221,021
Thomas H. Van Weelden....................... 400,000 21% 9.500 06/21/06 2,389,800 6,056,221
President, Chief Operating Officer 100,000 5% 9.500 06/21/06 597,450 1,514,055
100,000(3) 5% 8.125 N/A 510,977 1,294,916
246,154(4) N/A 8.125 N/A 552,563 1,221,021
Larry D. Henk............................... 40,000 2% 6.875 01/24/06 172,946 438,279
Vice President Of Operations
H. Steven Uthoff............................ 40,000 2% 6.875 01/24/06 172,946 438,279
Vice President - Acquisition
Analysis And Integration
Henry L. Hirvela............................ 100,000 5% 9.125 04/01/06 573,866 1,454,290
Vice President, Chief Financial
Officer
</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.
(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.
(3)Represents shares of restricted stock under the Incentive Plans.
(4)Represents shares of Common Stock (the "Loan Shares") purchased from the
Company with the proceeds of a $2,000,000 loan from the Company pursuant
to a promissory note which is due in June 2001, bears interest at a rate
of 6.625% per year and is secured by the pledge of the Loan Shares.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR ENDED
OPTION VALUES. The following table provides certain information with respect to
options exercised during the fiscal year ended December 31, 1996 by the Chief
Executive Officer and each of the Named Executive Officers listed in the
preceding tables:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARs OPTIONS/SARs AT
ACQUIRED ON VALUE AT FISCAL YEAR-END(#) FISCAL YEAR-END($)(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.
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), or
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 the 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
Michael G. Hannon, Peter S. Hathaway and Steven M. Helm. These Employment
Agreements provide for base salaries ranging from $185,000 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.
Lehmann, Shepard and James G. Coulter (who, pursuant to the Shareholders
Agreement, resigned from the Board of Directors in May 1997) served on the
Compensation Committee 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 ("Incentive Awards").
11
<PAGE>
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, revenues, and
realization of operational efficiencies in 1996. The Compensation Committee
noted that the Company achieved significant growth in revenues, cash flow,
earnings per share and shareholder return on equity, before consideration of
extraordinary items and acquisition related charges, in 1996, as compared to
1995, and that the completion of the acquisition of the solid waste management
operations of Laidlaw Inc. in December 1996 (the "Laidlaw Acquisition") had
significantly increased the size, revenues and scope of operations of the
Company. 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, before consideration of extraordinary items and acquisition
related charges, and the significant increase in the size, revenues and scope of
operations of the Company as a result of the Laidlaw Acquisition, the
Compensation Committee awarded a bonus of $120,000 to the Chief Executive
Officer.
The Incentive Plans are intended to provide key employees, including the
Chief Executive Officer and the 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;
12
<PAGE>
(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 payments and the salaries and bonuses paid to the Company's executives
are somewhat lower than those paid by other companies in the industry.
Based on these criteria, during the fiscal year ended December 31, 1996,
the Company granted to the Chief Executive Officer (i) options covering an
aggregate of 500,000 shares of Common Stock at an exercise price of $9.50 per
share, (ii) 100,000 shares of restricted stock, and (iii) a loan which was used
to purchase 246,154 shares of Common Stock which are pledged as security for
such loan. See "--Executive Compensation."
The Management Development and Compensation Committee of the Board of
Directors.
Nolan Lehmann
Alan B. Shepard
Antony P. Ressler
13
<PAGE>
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.
[LINEAR GRAPH PLOTTED FROM DATA IN TABLE BELOW]
<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 $346.72 $425.26
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>
14
<PAGE>
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.
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 Environmental Development
Corporation ("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% per year. All promissory
notes issued in connection with this permit are guaranteed by the Company.
Curtis T. Ramsey is employed by the Company and received $88,350 in
employment compensation 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 are employed by the Company
and received $135,000 and $160,000, respectively, in employment compensation for
the year ended December 31, 1996. Edward Van Weelden and James Van Weelden are
the brothers of Thomas Van Weelden.
AUDITORS
Arthur Andersen LLP ("Arthur Andersen"), certified public accountants,
have served as the independent auditors of the Company for a number of years.
While management anticipates that this relationship will continue to be
maintained during 1997 and subsequent years, it is not proposed that any formal
action be taken at the meeting with respect to the continued employment of
Arthur Andersen. Representatives of Arthur Andersen plan to attend the Annual
Meeting and will be available to answer appropriate questions. These
representatives will also have an opportunity to make a statement at the meeting
if they so desire, although it is not expected that any statement will be made.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
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 applicable 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.
15
<PAGE>
MISCELLANEOUS MATTERS
The annual report to stockholders covering the fiscal year ended December
31, 1996 is included with this proxy statement. Any stockholder who wishes to
submit a proposal for action to be included in the proxy statement and form of
proxy relating to the 1998 Annual Meeting of stockholders is required to submit
such proposals to the Company on or before March 3, 1998.
By Order of the Board of Directors,
/s/ ROGER A. RAMSEY
Roger A. Ramsey
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
16
<PAGE>
ALLIED WASTE INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JULY 2, 1997
The undersigned hereby appoints Roger A. Ramsey and Thomas H. Van
Weelden as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated on the reverse side of this
proxy card, all shares of Common Stock of Allied Waste Industries, Inc. (the
"Company") held of record by the undersigned on May 28, 1997, at the Annual
Meeting of Stockholders to be held on July 2, 1997, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
FOR WITHHELD NOMINEES:
1. Election of Directors [ ] [ ] Roger A. Ramsey
Thomas H. Van Weelden
For, except vote withheld from the Nolan Lehmann
following nominees: Alan B. Shepard
Brian A. O'Leary
_____________________________________ Michael Gross
David B. Kaplan
_____________________________________ Antony P. Ressler
Howard A. Lipson
_____________________________________ Warren B. Rudman
Dennis Hendrix
Vincent Tese
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. THIS
PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE
VOTED FOR THE NAMED DIRECTORS.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
SIGNATURE(S) ________________________________________________ DATE ___________
NOTE: Please sign exactly as name or names hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
