<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) or Rule 14a-12
Allied Waste Industries, Inc.
(Name of Registrant as Specified In Its Charter)
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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 28, 1998
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 Thursday, May 28, 1998 at 9:00 a.m., Mountain Standard time, for the
purpose of electing the eleven directors of the Company.
A record of the stockholders has been taken as of the close of business on
April 27, 1998, 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 April 30, 1998, and may be inspected
prior to the Annual Meeting, during normal business hours at the Corporate
Headquarters.
Your participation in the Company's Annual Meeting 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
<PAGE> 3
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
MAY 28, 1998
------------------------
This proxy statement is being mailed to stockholders commencing on or about
May 4, 1998, 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 Thursday, May 28,
1998, 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
eleven 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 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
person designated to vote shares covered by Board of Directors' proxies intends
to exercise his 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 April 27, 1998, 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 105,410,613 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> 4
ELECTION OF DIRECTORS
At the Annual Meeting, eleven 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 ("Directors"). 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 eleven Nominees who receive a plurality of votes cast by the holders of
the Common Stock represented at the Annual Meeting shall be the duly elected
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL ELEVEN 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>
Thomas H. Van Weelden........... President and Chief Executive Officer, Director 43 1992
Roger A. Ramsey................. Chairman of the Board of Directors 59 1989
Nolan Lehmann................... Director 53 1990
Alan B. Shepard................. Director 74 1994
Michael Gross................... Director 36 1997
David B. Kaplan................. Director 30 1997
Antony P. Ressler............... Director 37 1997
Howard A. Lipson................ Director 34 1997
Dennis Hendrix.................. Director 58 1997
Warren B. Rudman................ Director 67 1997
Vincent Tese.................... Director 55 1997
</TABLE>
For certain information regarding the beneficial ownership of the Common
Stock by each of the Nominees, see "Other Information -- Principal
Stockholders."
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. Mr. Van Weelden was promoted to Chief Executive
Officer in July 1997. He was first elected a Director in March 1992.
Roger A. Ramsey has served as Chairman of the Board of Directors since
October 1989 and Chief Executive Officer of the Company from October 1989
through July 1997. 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.
Nolan Lehmann has served as a Director 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
currently serves as a Director of Smith Barney Concert Investment Mutual Funds.
2
<PAGE> 5
Michael Gross has served as a Director since May 1997. Mr. Gross is one of
the founding principals of Apollo Advisors, L.P. ("Apollo") which, together with
its affiliates, acts as 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 Alliance Imaging, Inc., Breuners Home Furnishings, Inc., Converse, Inc.,
Florsheim Group, Inc., Imaygn Medical Technologies, Inc., Proffitt's, Inc. and
SMT Health Services, Inc.
David B. Kaplan has served as a Director since May 1997. Mr. Kaplan joined
each of Apollo and Lion Advisors in 1991; Apollo, together with an affiliate,
serves as managing general partner of Apollo Investment Fund, L.P., AIF II, L.P.
and Apollo Investment Fund III, L.P., private securities investment funds, and
Lion Advisors serves as financial advisor to and representative for certain
institutional investors with respect to securities investments. Mr. Kaplan is
also a director of Dominick's Supermarkets, Inc., Family Restaurants, Inc., WMC
Finance Co., and PRI Holdings, Inc.
Antony P. Ressler has served as a Director since May 1997. Mr. Ressler is
one of the founding principals of Apollo and Lion Advisors. Mr. Ressler is also
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. Mr. Lipson
currently serves as senior managing director 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 Holdings, Inc., Ritvik Toys,
Inc., AMF Holdings, Inc., Rose Hills Holdings Corporation and Graham Packaging
Company.
Dennis Hendrix has served as a Director since July 1997. Mr. Hendrix serves
as a director of Duke Energy, National Power PLC and Newfield Exploration
Company. From November 1990 until April 1997, he served as Chairman of the Board
of Directors of PanEnergy Corp. and as PanEnergy's Chief Executive Officer from
November 1990 until April 1995. Mr. Hendrix was President and Chief Executive
Officer of Texas Eastern Corporation from 1986 to 1989.
Warren B. Rudman has served as a Director since July 1997. Mr. Rudman has
been a partner in the law firm of Paul, Weiss, Rifkind, Wharton and Garrison
since 1993. 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 Chairman of the President's
Foreign Intelligence Advisory Board and on the board of trustees of Valley Forge
Military Academy, the Council on Foreign Relations and the Brookings
Institution.
Vincent Tese has served as a Director since July 1997. Mr. Tese is on the
board of directors of Bear Stearns & Co., 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, Inc. and has also served as Chairman of
Cross Country Wireless, Inc., which was sold to Pacific Telesis in 1995. He is
currently the Chairman of Wireless Cable International, Inc. and serves on the
board of directors of Angram, Inc., Bowne & Co., Inc., Cablevision, Inc.,
Custodial Trust Co. and Mack-Cali Realty Corp.
3
<PAGE> 6
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 Shareholder 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 employees,
officers or outside counsel of the Company or partners, employees, directors,
officers, affiliates or associates of any Apollo/Blackstone Investors (the
"Unaffiliated Directors"). Unaffiliated Directors shall be nominated only upon
the approval of a majority vote 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 who 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 voting securities on a fully diluted basis, such
Apollo/Blackstone Investor and its affiliates shall vote all voting securities
beneficially owned by such persons to elect the individuals nominated to the
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 1997, the Board of Directors convened on four regularly
scheduled and ten specially scheduled occasions, and each Director, other than
Messrs. Lipson, O'Leary and 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.
4
<PAGE> 7
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 re-elected. 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, Kaplan and Ressler. The Executive Committee
convened on six occasions in 1997 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. Lehmann, Shepard and
Ressler. During 1997, the Compensation Committee convened on seven occasions.
The Audit Committee reviews with the auditors the scope of and matters
pertaining to the audit of the Company's financial statements. The current
members of the Audit Committee are Messrs. Lipson, Kaplan and Hendrix. The Audit
Committee met on five occasions during 1997. 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, established in May 1997, met on one occasion
during 1997.
5
<PAGE> 8
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 April 15,
1998 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, and the executive officers named in the Summary Compensation
Table (see "Executive Compensation"), and (iii) all current Directors and
executive officers as a group. Except as otherwise indicated below and subject
to applicable community property laws, each owner has sole voting and sole
investment powers with respect to the stock listed.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
------------------------------
NAME OF PERSON OR IDENTITY OF GROUP(l) NUMBER PERCENT OF CLASS
-------------------------------------- ---------- ----------------
<S> <C> <C>
Thomas H. Van Weelden....................................... 1,624,759(2) 1.5%
Roger A. Ramsey............................................. 1,189,219(3) 1.1%
Apollo Investment Fund III, L.P.
Apollo Overseas Partners III, L.P.
Apollo (UK) Partners III, L.P.
c/o Apollo Advisors, II, L.P.(4).......................... 17,119,579(4) 16.3%
Two 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) 8.8%
345 Park Avenue
New York, New York 10154
Nolan Lehmann............................................... 1,292,856(6) 1.2%
Brian A. O'Leary............................................ 2,703,403(7) 2.6%
Henry L. Hirvela............................................ 115,000(8) *
Michael G. Hannon........................................... 38,293(8) *
Larry D. Henk............................................... 324,027(9) *
Steven M. Helm.............................................. 68,524(10) *
Alan B. Shepard............................................. 86,434(11) *
Michael Gross............................................... 17,145,117(12) 16.3%
David B. Kaplan............................................. 17,145,259(12) 16.3%
Antony P. Ressler........................................... 17,145,203(12) 16.3%
Howard A. Lipson............................................ 9,256,868(13) 8.8%
Dennis Hendrix.............................................. 30,506(14) *
Warren B. Rudman............................................ 25,485(14) *
Vincent Tese................................................ 25,485(14) *
All Directors and executive officers as a group(17
persons)(2)-(3),(6)-(15).................................. 34,044,662 31.7%
</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 727,740 shares of Common Stock that may be acquired on the
exercise of options and warrants.
(3) Includes 857,740 shares of Common Stock that may be acquired on the
exercise of options.
6
<PAGE> 9
(4) Apollo Advisors II, L.P. ("Apollo Advisors") serves as general partner for
each of Apollo Investment Fund III, L.P., Apollo Overseas Partners III,
L.P. and Apollo (UK) Partners III, L.P. (collectively, the "Apollo
Investors"), which directly own 15,609,142, 932,982 and 577,455 shares of
Common Stock, respectively, representing 14.9%, 0.9% and 0.5% of the
outstanding Common Stock, respectively. Messrs. Gross, Kaplan and Ressler
are principals of Apollo Advisors and each disclaims beneficial ownership
of the indicated shares. Also see the Schedule 13D filed on behalf of the
Apollo Investors with the Securities and Exchange Commission.
(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. Also see the Schedule 13D
filed on behalf of the Blackstone Investors with the Securities and
Exchange Commission.
(6) Includes (i) 1,225,000 shares of Common Stock that are beneficially owned
by an affiliate of Mr. Lehmann and (ii) 55,000 shares of Common Stock that
may be acquired on the exercise of options.
(7) Includes 10,000 shares of Common Stock that may be acquired on the exercise
of options.
(8) Represents shares of Common Stock that may be acquired on the exercise of
options.
(9) Includes 279,140 shares of Common Stock that may be acquired on the
exercise of options.
(10) Includes 66,024 shares of Common Stock that may be acquired on the exercise
of options.
(11) Includes 55,000 shares of Common Stock that may be acquired on the exercise
of options.
(12) Includes (i) 17,119,579 shares beneficially owned by the Apollo Investors,
and (ii) 25,000 shares that may be acquired on the exercise of options.
Each of Messrs. Gross, Kaplan and Ressler disclaims beneficial ownership of
such shares.
(13) Includes (i) 9,231,868 shares beneficially owned by the Blackstone
Investors, and (ii) 25,000 shares that may be acquired on the exercise of
options. Mr. Lipson disclaims beneficial ownership of such shares.
(14) Includes 25,000 shares of Common Stock that may be acquired on the exercise
of options.
(15) Includes 66,132 shares of Common Stock that may be acquired on the exercise
of options by an executive officer who is not a named officer.
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:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
---- --- -------------
<S> <C> <C>
Thomas H. Van Weelden..................... 43 President and Chief Executive Officer
Roger A. Ramsey........................... 59 Chairman of the Board of Directors
Henry L. Hirvela.......................... 46 Vice President and Chief Financial Officer
Steven M. Helm............................ 50 Vice President -- Legal and Corporate Secretary
Larry D. Henk............................. 38 Vice President and Chief Operating Officer
Michael G. Hannon......................... 43 Vice President -- Mergers & Acquisitions
Peter S. Hathaway......................... 42 Vice President and Chief Accounting Officer
</TABLE>
Biographical information regarding Messrs. Ramsey and Van Weelden appears
in the biographical information regarding the Nominees. See "-- Election of
Directors-Nominees."
7
<PAGE> 10
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. 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 Corporate
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 was promoted to Chief Operating Officer in February 1998. 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.
Michael G. Hannon has served as Vice President -- Mergers & Acquisitions
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 S. 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.
8
<PAGE> 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, 1997, 1996 and 1995 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, 1997 (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>
Thomas H. Van Weelden............................... 1997 $500,000 $523,000 $152,573(2) 477,825
President and Chief Executive Officer 1996 357,345 120,000 -- 600,000
1995 260,000 160,000 -- 232,175
Roger A. Ramsey..................................... 1997 500,000 640,000 148,352(2) 240,325
Chairman of the Board of Directors and 1996 348,803 120,000 -- 600,000
former Chief Executive Officer 1995 260,000 200,000 -- 232,175
Henry L. Hirvela.................................... 1997 275,000 255,000 107,149(3) 225,000
Vice President and Chief Financial Officer 1996 157,827 85,000 26,830(4) 100,000
1995 -- -- -- --
Larry D. Henk....................................... 1997 260,000 265,000 -- 155,200
Vice President and Chief Operating Officer 1996 197,700 85,000 -- 40,000
1995 175,000 65,000 -- 150,000
Steven M. Helm...................................... 1997 225,000 215,000 -- 187,090
Vice President -- Legal and Corporate 1996 180,000 85,000 -- 20,000
Secretary 1995 65,000 15,000 -- 17,910
Michael G. Hannon................................... 1997 167,500 156,000 -- 114,800
Vice President -- Mergers & Acquisitions 1996 135,000 40,000 -- 20,000
1995 125,000 25,000 50,581(5) 22,200
</TABLE>
- ---------------
(1) See "-- Option Grants in Last Fiscal Year," for certain information
regarding options granted during the fiscal year ended December 31, 1997.
(2) Consists of interest forgiven by the Company related to promissory notes
issued in 1996. See "Certain Relationships and Related Transactions."
(3) Includes $100,005 paid by the Company as reimbursement for certain
relocation expenses and $7,144 for automobile allowance, fuel and
maintenance.
(4) Includes $26,553 paid by the Company as reimbursement for certain relocation
expenses and $277 for dues associated with membership in certain
organizations.
(5) Includes $43,381 paid by the Company as reimbursement for certain relocation
expenses and $7,200 for automobile allowance, fuel and maintenance.
9
<PAGE> 12
Option Grants in Last Fiscal Year. The following table provides certain
information with respect to options granted to the Chief Executive Officer and
to each of the Named Executive Officers during the fiscal year ended December
31, 1997 under the Incentive Plans:
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
----------------------------------------------------- AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK PRICE
NUMBER OF TOTAL APPRECIATION FOR
SECURITIES OPTIONS/SARs EXERCISE OPTION TERM(2)
UNDERLYING GRANTED TO OR BASE ---------------------
OPTIONS/SARs EMPLOYEES IN PRICE EXPIRATION 5% 10%
NAME AND POSITION GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE ($) ($)
----------------- ------------- ------------ --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Van Weelden............... 477,825(3) 15% 10.000 01/30/07 3,005,016 7,615,300
President and Chief Executive
Officer
Roger A. Ramsey..................... 240,325(3) 8% 10.000 01/30/07 1,511,391 3,830,162
Chairman of the Board of Directors
Henry L. Hirvela.................... 200,000(3) 6% 10.000 01/30/07 1,257,789 3,187,485
Vice President and 25,000(4) 1% 9.500 01/30/07 149,362 378,514
Chief Financial Officer
Larry D. Henk....................... 130,200(3) 4% 10.000 01/30/07 818,821 2,075,053
Vice President and 25,000(4) 1% 9.500 01/30/07 149,362 378,514
Chief Operating Officer
Steven M. Helm...................... 162,090(3) 5% 10.000 01/30/07 1,019,375 2,583,297
Vice President -- Legal and 25,000(4) 1% 9.500 01/30/07 149,362 378,514
Corporate Secretary
Michael G. Hannon................... 99,800(3) 3% 10.000 01/30/07 627,637 1,590,555
Vice President -- Mergers & 15,000(4) * 9.500 01/30/07 89,617 227,108
Acquisitions
</TABLE>
- ---------------
* Does not exceed one percent
(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 1997.
(2) Because the exercise price of all options equals or exceeds 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) These options vest in five equal annual installments beginning on January
30, 1998.
(4) These options vest in three equal annual installments beginning on January
30, 1998.
10
<PAGE> 13
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, 1997 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>
Thomas H. Van Weelden........ -- -- 622,175 777,825 $10,548,419 $10,504,791
Roger A. Ramsey.............. -- -- 809,675 590,325 14,067,638 8,121,197
Henry L. Hirvela............. -- -- 33,333 291,667 472,917 3,953,646
Larry D. Henk................ 11,700 175,000 231,433 181,867 4,305,598 2,516,933
Steven M. Helm............... -- -- 12,637 212,363 198,760 2,900,656
Michael G. Hannon............ 15,200 252,871 46,131 88,669 814,235 1,672,272
</TABLE>
- ---------------
(1) Calculated by multiplying the number of shares underlying outstanding
in-the-money options by the difference between the closing sales price of
the Common Stock on December 31, 1997 ($23.31 per share) and the exercise
price, which ranges between $3.00 and $10.00 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 $700,000
and a primary term which expires in three years that, after each year of
employment, is automatically renewed for successive one-year terms. The
Executive Employment Agreements of Messrs. Hirvela, Henk, Helm and Hannon
provide for base salaries ranging from $195,000 to $337,500, and a primary term
which expires in 2000 that is automatically renewed for successive two-year
terms. If the Executive Employment Agreements 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 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 an Employment Agreement with Peter S. Hathaway which provides for a
base salary of $203,500, 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 Ressler served on the Compensation Committee in 1997. No
member of the Compensation Committee has ever served as an executive officer of
the Company.
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").
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,
11
<PAGE> 14
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 1997. The Compensation Committee also
considered the Company's growth through its acquisition strategy, revenues, and
realization of operational efficiencies in 1997. 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 1997, as compared to
1996, 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 $700,000 for 1998.
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 1997, 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 $523,000 to the Chief Executive
Officer.
The Incentive Plans are intended to provide key employees, including the
Chief Executive Officer and the other 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 maintenance and 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.
12
<PAGE> 15
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, 1997,
the Company granted to the Chief Executive Officer options of 477,825 shares of
Common Stock at an exercise price of $10.00 per share, which was above fair
market value on the date of grant.
The Management Development and Compensation Committee of the Board of
Directors.
Nolan Lehmann
Alan B. Shepard
Antony P. Ressler
13
<PAGE> 16
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, 1992 to December
31, 1997. The graph assumes that the value of the investment in the Common Stock
and each index was $100 at December 31, 1992 and that all dividends were
reinvested.
<TABLE>
<CAPTION>
Allied Waste
Measurement Period Industries, Inc. NASDAQ
(Fiscal Year Covered) Index Composite Index Peer Group Index
<S> <C> <C> <C>
1992 100 100 100
1993 110.5 114.8 78.8
1994 84.2 112.2 81.7
1995 150 158.7 96.7
1996 194.7 195.2 112.4
1997 490.8 239.6 128.7
</TABLE>
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/30/94 12/29/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Allied Waste Industries,
Inc. ........................ $ 4.75 $ 5.25 $ 4.00 $ 7.13 $ 9.25 $ 23.31
Index.......................... 100.0 110.5 84.2 150.0 194.7 490.8
------- ------- ------- ------- ------- -------
Nasdaq Composite Index......... $217.86 $250.09 $244.46 $345.72 $425.26 $522.07
Index.......................... 100.0 114.8 112.2 158.7 195.2 239.6
------- ------- ------- ------- ------- -------
Peer Group:
BFI, Inc. ..................... $ 26.13 $ 25.75 $ 28.38 $ 29.38 $ 26.25 $ 37.00
WMX Technologies, Inc. ........ 40.00 26.38 26.13 29.75 32.50 27.50
USA Waste Services, Inc. ...... 14.50 11.38 11.38 18.88 31.88 39.25
------- ------- ------- ------- ------- -------
Total.......................... $ 80.63 $ 63.51 $ 65.88 $ 78.00 $ 90.63 $103.75
------- ------- ------- ------- ------- -------
Index.......................... 100.0 78.8 81.7 96.7 112.4 128.7
------- ------- ------- ------- ------- -------
</TABLE>
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.
14
<PAGE> 17
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
provided 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 with balances of
$1,015,622, $157,838 and $552,434, respectively, at December 31, 1997. All
promissory notes issued in connection with this permit were repaid in April
1998.
Thomas H. Van Weelden and Roger A. Ramsey have loans of $2.3 million and
$2.2 million, respectively, from the Company pursuant to promissory notes which
are due in June 2001, bearing interest at a rate of 6.625% per year and are
secured by the pledge of 246,154 shares of Common Stock purchased from the
Company at the market price with the proceeds from the loans in 1996. In
connection with these loans, the Company forgave interest due from Mr. Thomas H.
Van Weelden and Mr. Roger A. Ramsey in 1997.
Curtis T. Ramsey was employed by the Company during 1997 and received
$90,000 in employment compensation for the year ended December 31, 1997. 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 $165,600 and $318,848, respectively, in employment compensation for
the year ended December 31, 1997. Edward L. Van Weelden and James G. Van Weelden
are the brothers of Thomas H. Van Weelden.
In connection with the successful completion of certain market development
projects during 1997, Allied paid approximately $2.5 million to Brian O'Leary, a
former owner of an acquired company and a director of the Company during 1997.
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 1998 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, 1997, all filing
requirements applicable to the Directors, officers and greater than 10%
stockholders were met except Brian A. O'Leary and William K. Reilly were each
late in filing two and three reports on Form 4, respectively, regarding two and
three transactions, respectively.
15
<PAGE> 18
MISCELLANEOUS MATTERS
The annual report to stockholders covering the fiscal year ended December
31, 1997 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 1999 Annual Meeting of stockholders is required to submit
such proposals to the Company on or before December 31, 1998.
The Company's Board of Directors is not aware of any other business to be
considered or acted upon at the Annual Meeting other than those described above.
If other business requiring a vote of stockholders is properly presented at the
Annual Meeting, proxies will be voted in accordance with the judgment on such
matters of the person or persons acting as proxy. If any matter not appropriate
for action at the Annual Meeting should be presented, the holders of the proxies
will vote against consideration thereof or action thereon.
By Order of the Board of Directors,
/s/ Roger A. Ramsey
Roger A. Ramsey
Chairman of the Board
16
<PAGE> 19
ALLIED WASTE INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 28, 1998
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 April 27, 1998, at the Annual
Meeting of Stockholders to be held on May 28, 1998, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE> 20
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ALLIED WASTE INDUSTRIES, INC.
May 28, 1998
--Please Detach and Mail in the Envelope Provided--
- -------------------------------------------------------------------------------
PLEASE MARK YOUR
A /x/ VOTES AS IN THIS
EXAMPLE.
1. Election of Directors
NOMINEES: Thomas H. Van Weelden, Roger A. Ramsey, Nolan Lehmann, Alan B.
Shepard, Michael Gross, David B. Kaplan, Antony P. Ressler, Howard A. Lipson,
Dennis Hendrix, Warren B. Rudman, Vincent Tese
/ / FOR / / WITHHELD
For, except vote withheld from the following nominees:
----------------------------------------------------
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.
