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
X Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
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:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE>
ALLIED WASTE INDUSTRIES, INC.
15880 NORTH GREENWAY-HAYDEN LOOP, SUITE 100
SCOTTSDALE, ARIZONA 85260
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 2000
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 Marriott at McDowell Mountain, 16770 N.
Perimeter Drive, Scottsdale, Arizona 85260, on Wednesday, May 3, 2000 at 9:00
AM, MST, for the following purposes:
1. To elect eleven directors to hold office until the 2001 Annual Meeting
of Stockholders and until their respective successorsare duly elected
and qualified.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
A record of the stockholders has been taken as of the close of business on April
4, 2000 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 6, 2000, and may be inspected prior to the Annual
Meeting, during normal business hours at the Company's 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/ THOMAS H. VAN WEELDEN
-------------------------------------------------------
Thomas H. Van Weelden
Chairman of the Board,
President and Chief Executive Officer
April 5, 2000
<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
MAY 3, 2000
------------------------------------------------------------
This proxy statement is being mailed to stockholders commencing on or about
April 7, 2000, in connection with the solicitation by the Board of Directors
(the "Board of Directors" or the "Board") 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, May 3, 2000, 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 4, 2000, 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 189,581,037 shares of the common stock, par
value $.01 per share (the "Common Stock"), each entitled to one vote, and
1,000,000 shares of Series A Senior Convertible Preferred Stock ("Preferred
Stock"), par value $0.10 per share (the "Preferred Stock"), each entitled to
58,011,827 votes. The Common Stock and Preferred Stock will vote together as a
single class on all matters presented at the Annual Meeting, except for the
election by the Preferred Stockholders holders of five persons to the Board of
Directors.
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, eleven directors of the Company are to be elected with
each director to hold office until our next annual meeting and until his
respective successor is elected and qualified. The Nominees have been nominated
by the Board of Directors and, with one exception, 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 Preferred Stock, voting separately as a class, currently has the right
to elect five persons to the Board of Directors. The nominees for election by
the holders of the Preferred Stock are Leon D. Black, Michael Gross, Antony P.
Ressler, Howard Lipson and David Blitzer.
Under the terms of a Shareholders Agreement with the Company, the holders of the
Preferred Stock are required to vote for the election of the nominees.
Accordingly, the election of directors of these five nominees is assured. See
"Voting Agreements Regarding the Election of Directors".
The six other Nominees who receive a plurality of votes cast by the holders of
the Common Stock and Preferred Stock represented at the Annual Meeting shall be
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>
<CAPTION>
Director Name Position Held Age Since
------------- ------------- --- -----
Thomas H. Van Weelden Chairman of the Board of Directors 45 1992
President and Chief Executive Officer
<S> <C> <C>
Roger A. Ramsey Director 61 1989
Nolan Lehmann Director 55 1990
Michael Gross Director 38 1997
Leon D. Black Nominee 48 --
Antony P. Ressler Director 39 1997
Howard A. Lipson Director 36 1997
Dennis Hendrix Director 60 1997
Warren B. Rudman Director 69 1997
Vincent Tese Director 57 1997
David Blitzer Director 30 1999
</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 and was appointed Chairman of the Board of Directors in December 1998. He
was first elected a Director in March 1992.
2
<PAGE>
Roger A. Ramsey has served as a Director since October 1989, Chairman of the
Board of Directors from October 1989 through his retirement from the Company in
December 1998, and Chief Executive Officer of the Company from October 1989
through July 1997. Beginning in 1960, Mr. Ramsey was employed by the
international accounting firm of Arthur Andersen LLP. In 1968, Mr. Ramsey
co-founded Browning-Ferris Industries, Inc. ("BFI") and served as its Vice
President and Chief Financial Officer until 1976. In 1976, Mr. Ramsey formed and
became president of Criterion Capital Corporation, a venture capital investment
company. He also became chairman and chief executive officer of Criterion Group,
Inc., a portfolio company of Criterion Capital, until its sale to Transamerica
in 1989. Mr. Ramsey is also a member of the Board of Trustees of Texas Christian
University and the Board of Directors of U.S. Liquids, Inc.
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
New York Stock Exchange. Mr. Lehmann also serves as a director of Drypers
Corporation and Paracelsus Healthcare Corporation. Mr. Lehmann is a certified
public accountant.
Leon D. Black is one of the founding principals of Apollo Advisors, L.P., which,
together with its affiliates (collectively, "Apollo") acts as the managing
general partner of the Apollo Investment Funds, private securities investment
funds. Mr. Black is also a director of Samsonite Corporation, Sequa Industries,
Inc., United Rentals, Inc., Vail Resorts, Inc. and Wyndham International, Inc.
He also serves as a trustee of The Museum of Modern Art, Mount Sinai-NYU Medical
Center, and Lincoln Center for the Performing Arts and Vail Valley Foundation.
Mr. Black holds an MBA from Harvard University and a BA from Dartmouth College.
Michael Gross has served as a Director since May 1997. Mr. Gross is one of the
founding principals of Apollo. Mr. Gross is also a director of Breuners Home
Furnishings, Inc., Clark Enterprises, Converse, Inc., Encompass Services
Corporation, Florsheim Group, Inc., Pacer International, Rare-Medium Group, Saks
Inc., and United Rentals, Inc. Mr. Gross is also the Chairman of the Board of
Mt. Sinai Children's Center Foundation.
Antony P. Ressler has served as a Director since May 1997. Mr. Ressler is one of
the founding principals of Apollo and of, Ares Management, L.P., (which,
together with its affiliates serves as managing general partner of the Ares
Leveraged Investment Funds). Mr. Ressler is also a director of Berlitz
International, Inc., Prandium, Inc., and Vail Resorts, Inc. and is a member of
the Supervisory Board of Buhrmann N.V.
Howard A. Lipson has served as a Director since May 1997. Mr. Lipson currently
serves as senior Managing Director of The Blackstone Group L.P., which he joined
in 1988. Prior to joining the Blackstone Group, Mr. Lipson was a member of the
Mergers and Acquisition Group of Salomon Brothers, Inc. Mr. Lipson is a director
of AMF Group, Inc., Ritvik Holdings Inc., Prime Succession Inc., Roses, Inc.,
Volume Services America, Inc. and is a member of the Advisory Committee of
Graham Packaging Company.
Dennis Hendrix has served as a Director since July 1997. Mr. Hendrix serves as a
director of Chase Bank of Texas, Duke Energy Corporation, National Power, PLC
Newfield Exploration Company and Pool Energy Services Company. From November
1990 until his retirement in 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.
3
<PAGE>
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, Boston Scientific, the American Stock
Exchange, several funds of the Dreyfus Corporation 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 currently
serves on the board of directors of Bowne & Co., Inc., Cablevision, Inc., and
Key Span Energy. In addition, Mr. Tese is a Trustee of New York University
School of Law and the New York Presbyterian Hospital.
David Blitzer has served as Director since July 1999. Mr. Blitzer is currently a
Senior Managing Director of The Blackstone Group L.P., which he joined in 1991.
He also currently serves on the Board of Directors of Haynes International,
Inc., Imperial Home Decor Group, Inc., Volume Services America, Inc. and
Republic Technologies International, Inc.
4
<PAGE>
VOTING AGREEMENTS REGARDING THE ELECTION OF DIRECTORS
Pursuant to an Amended and Restated Shareholders Agreement, dated as of July 30,
1999 (the "Shareholders Agreement"), between the Company and investors,
including affiliates of and persons related to, Apollo Advisors II, L.P. or
Blackstone Capital Partners II, Merchant Banking Fund L.P. (collectively, the
"Apollo/Blackstone Investors"), we have agreed, until the earlier to occur of
the tenth anniversary of the Shareholders Agreement or the date upon which the
Apollo/Blackstone Investors own, collectively, less than 10% of the shares of
common stock acquired from TPG Partners, L.P., TPG Parallel I, L.P. and Laidlaw
Transportation, Inc. and the 790,000 shares of the Preferred Stock
(collectively, the "Apollo/Blackstone Shares"), 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) 80% or more of the
Apollo/Blackstone Shares, they shall be entitled to designate five Shareholder
Designees; (ii) 60% or more but less than 80% of the Apollo/Blackstone Shares,
they shall be entitled to designate four Shareholder Designees; (iii) 40% or
more but less than 60% of the Apollo/Blackstone Shares, they shall be entitled
to designate three Shareholder Designees; (iv) 20% or more but less than 40% of
the Apollo/Blackstone Shares, they shall be entitled to designate two
Shareholder Designees; and (iv) 10% or more but less than 20% of the
Apollo/Blackstone Shares, they shall be entitled to designate one Shareholder
Designee; provided, that if, at any time as a result of our 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 designate at most three Shareholder
Designees. The terms of the Preferred Stock provide that the holders of the
Preferred Stock, voting separately as a class, have the right to elect the
number of directors to which the Apollo/Blackstone Investors are entitled under
the shareholders agreement. Messrs. Black, Gross, Ressler, Lipson and Blitzer
are the Shareholder Designees designated by the Apollo/Blackstone Investors.
In the Shareholders Agreement, we agreed to: (i) limit the number of our
executive officers 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 our employees, officers or
outside counsel 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 will consist of not more than four
Directors, at least two of whom shall be Shareholder Designees, or such lesser
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 of the Apollo/Blackstone Investors and the
other Preferred Stock Purchasers has agreed that, until the earlier to occur of
the tenth 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 and
each other Preferred Stock Purchaser shall vote all voting securities
beneficially owned by such persons to elect the individuals nominated to the
Board of Directors in accordance with the provisions of the Shareholders
Agreement.
5
<PAGE>
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,
which has responsibility for the establishment and implementation of the
Company's general operating philosophy, objectives, goals and policies. During
1999, the Board convened on four regularly scheduled and eight specially
scheduled occasions, and each Director, 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. 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 currently has four standing committees, which, pursuant to delegated
authority, perform various duties on behalf of and report to the Board: (i) the
Executive Committee, (ii) 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. Van
Weelden, Ramsey, and Ressler, along with David B. Kaplan, who is not standing
for re-election to the Board. The Executive Committee convened on five occasions
in 1999 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, Lipson and Ressler. During 1999, the
Compensation Committee convened on three 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. Hendrix and Lehmann. The Audit Committee met on five occasions during
1999. The Nominating Committee evaluates and recommends nominees for Director to
the Board of Directors. The current members of the Nominating Committee are
Messrs. Van Weelden, Ramsey, Lipson and Ressler. The Nominating Committee did
not meet during 1999.
6
<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 and Preferred Stock at
March 15, 2000 by: (i) each person who is known by the Company to beneficially
own more than five percent of the outstanding shares of Common Stock or the
outstanding shares of Preferred Stock, (ii) each of the current Directors,
Nominees and 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
as of March 15, 2000
-----------------------------------
Name of Person or Identity of Group(1) Number Percentage
- -------------------------------------- ------ ----------
<S> <C> <C>
Thomas H. Van Weelden........................................................... 2,088,889(2) *
Apollo Investment Fund III, L.P.
Apollo Overseas Partners III, L.P.
Apollo (U.K.) Partners III, L.P.
Apollo Investment Fund IV, L.P.
Apollo Overseas Partners IV, L.P.
Apollo/AW LLC
c/o Apollo Advisors, II, L.P.................................................. 42,238,826(4) 17.2%
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................................. 29,213,087(5) 11.9%
345 Park Avenue, 31st Floor
New York, New York 10154
Capital Research and Management Company......................................... 26,650,000(15) 10.8%
333 South Hope Street
Los Angeles, CA 90071
DLJ Stockholders................................................................ 6,279,812(17) 2.6%
Greenwich Stockholders.......................................................... 5,708,920(18) 2.3%
Taunus Corporation.............................................................. 17,273,122(16) 7.0%
31 West 52nd Street
New York, NY 10019
Leon D. Black................................................................... 42.238,826(10) 17.2%
David Blitzer................................................................... 29,238,514(12) 11.9%
Michael Gross................................................................... 42,286,389(10) 17.2%
Dennis Hendrix.................................................................. 67,736(13) *
David B. Kaplan................................................................. 42,286,957(10) 17.2%
Nolan Lehmann................................................................... 990,240(11) *
Howard A. Lipson................................................................ 29,258,087(12) 11.9%
Antony P. Ressler............................................................... 42,286,899(10) 17.2%
Roger A. Ramsey................................................................. 1,512,102(3) *
Warren B. Rudman................................................................ 47,142(13) *
Vincent Tese.................................................................... 67,384(13) *
Steven M. Helm.................................................................. 168,664(6) *
Larry D. Henk................................................................... 444,440(7) *
Henry L. Hirvela................................................................ 280,000(8) *
Donald W. Slager................................................................ 140,787(9) *
All Directors and executive officers as a group (18 persons)(2), (3) and (6)-(14) 78,958,674 32.1%
- ------------------
* Does not exceed one percent.
</TABLE>
7
<PAGE>
(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 1,208,870 shares of Common Stock that may be acquired on the
exercise of options. (3) Includes 1,178,870 shares of Common Stock that may
be acquired on the exercise of options.
(4) Represents shares held by Apollo Investment Fund III, LP (20,699,386
shares, representing 8.4%), Apollo Overseas Partners III, LP (1,314,966
shares, representing 0.5%), Apollo (UK) Partners III, LP (814,147 shares,
representing 0.4%), Apollo Investment Fund IV, LP (16,223,322 shares,
representing 6.6%), Apollo Overseas Partners IV, LP (903,437 shares,
representing 0.4%), and Apollo/AW LLC (2,283,568 shares, representing
0.9%), (collectively, the "Apollo Investors"). Apollo Advisors II, LP,
Apollo Advisors IV, LP and/or Apollo Management, LP (and together with
affiliated investment managers, "Apollo Advisors") serves as general
partner and/or manager for each of the Apollo Investors, each of which is
affiliated with one another. Messrs. Black, Gross, Kaplan and Ressler are
principals of Apollo Advisors and each disclaims beneficial ownership of
the indicated shares. Also see the Schedule 13D, as amended, 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 22,456,114, 4,900,161 and
1,856,812 shares of the outstanding Common and Preferred Stock,
respectively, representing 9.1%, 2.0% and 0.8% of the outstanding Common
and Preferred Stock, respectively. Messrs. Lipson and Blitzer are Managing
Directors of Blackstone Associates and each disclaims beneficial ownership
of the shares owned by the Blackstone Investors. Also see the Schedule 13D,
as amended, filed on behalf of the Blackstone Investors with the Securities
and Exchange Commission.
(6) Includes 168,164 shares of Common Stock that may be acquired on the
exercise of options. (7) Includes 424,553 shares of Common Stock that may
be acquired on the exercise of options.
(8) Includes 275,000 shares of Common Stock that may be acquired on the
exercise of options. On February 24, 2000, Mr. Hirvela announced his
forthcoming resignation from the Company. The Company has retained an
executive search firm to identify candidates for the position.
(9) Includes 139,487 shares of Common Stock that may be acquired on the
exercise of options.
(10) Includes (i) 42,238,826 shares beneficially owned by the Apollo Investors,
and (ii) 45,000 shares that may be acquired on the exercise of options by
each of Messrs. Gross, Kaplan and Ressler. Each of Messrs. Black, Gross,
Kaplan and Ressler disclaims beneficial ownership of shares owned by
Apollo.
(11) Includes (i) 900,000 shares of Common Stock that are beneficially owned by
an affiliate of Mr. Lehmann and (ii) 62,500 shares of Common Stock that may
be acquired on the exercise of options. Mr. Lehmann disclaims beneficial
ownership of the shares owned by an affiliate.
(12) Includes (i) 29,213,087 shares beneficially owned by the Blackstone
Investors, and (ii) 45,000 and 25,000 shares that may be acquired on the
exercise of options by each of Messrs. Lipson and Blitzer, respectively.
Each of Messrs. Lipson and Blitzer disclaims beneficial ownership of shares
owned by Blackstone.
(13) Includes 45,000 shares of Common Stock that may be acquired on the exercise
of options.
(14) Includes 381,933 shares of Common Stock that may be acquired on the
exercise of options by three executive officers who are not named officers.
(15) Based on the Schedule 13G filed with the Securities and Exchange
Commission, the Capital Research and Management Company is a registered
investment advisor that manages the American Funds Group of mutual funds.
(16) Based on the Schedule 13G filed with the Securities and Exchange
Commission, Taunus Corporation is a parent holding company, which reported
ownership of 17,273,122 shares of Common Stock. Included in Taunus stock
ownership are 14,983,700 shares owned by Alex. Brown Investment Management,
an affiliate, as indicated in a separate Schedule 13G.
(17) The DLJ Stockholders are DLJMB Funding II, Inc., a Delaware corporation,
DLJ Merchant Banking Partners II, L.P., a Delaware limited partnership, DLJ
Merchant Banking Partners II-A, L.P., a Delaware limited partnership, DLJ
Diversified Partners, L.P., a Delaware limited partnership, DLJ Diversified
Partners-A.L.P., a Delaware limited partnership, DLJ Millennium Partners,
L.P., a Delaware limited partnership, DLJ Millennium Partners-A.L.P., a
Delaware limited partnership, DLJ First ESC L.P., a Delaware limited
partnership, DLJ Offshore Partners II, C.V., a Netherlands Antilles limited
partnership ("Offshore II"), DLJ EAB Partnership, L.P., a Delaware limited
partnership and DLJ ESC II L.P., a Delaware limited partnership. Each of
the DLJ Stockholders other than Offshore II has a business address c/o DLJ
Merchant Banking II, Inc., 277 Park Avenue, New York, New York 10172.
Offshore II has a business address c/o John B. Gorsirawig, 14 Willemsted,
Curacao, Netherlands Antilles. Each of the DLJ Stockholders is affiliated
with Donaldson, Lufkin & Jenrette, Inc. a publicly held Delaware
Corporation. The DLJ Stockholders own 110,000 shares of the Series A Senior
Convertible Preferred Stock, which represents 11.0% of the Preferred Stock.
The foregoing is based on a Schedule 13D filed on behalf of the DLJ
Stockholders with the Securities and Exchange Commission.
(18) The Greenwich Stockholders are Greenwich Street Capital Partners II, L.P.,
a Delaware limited partnership, GSCP Offshore Fund, L.P., a Cayman Islands
exempted limited partnership, Greenwich Fund, L.P., a Delaware limited
partnership, Greenwich Street Employees Fund, L.P., a Delaware limited
partnership, TRV Executive Fund, L.P., a Delaware limited partnership. Each
of the Greenwich Stockholders has a business address c/o Greenwich Street
Investment II, L.L.C., 388 Greenwich Street, New York, New York 10013,
which is the general partner of each of the Greenwich Stockholders. Alfred
C. Eckert III, Keith W. Abell and Sanjay H. Patel are the managing members
of Greenwich Street Investment II, L.L.C. The Greenwich stockholders own
100,000 shares of the Series A Senior Convertible Preferred Stock, which
represents 10.0% of the Preferred Stock. The foregoing is based on a
Schedule 13D filed on behalf of the Greenwich Stockholders with the
Securities and Exchange Commission.
8
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company serve at the pleasure of the Board 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 follows the table:
Name Age Position Held
---- --- -------------
Thomas H. Van Weelden 45 Chairman of the Board of Directors
President and Chief Executive Officer
Michael G. Hannon 45 Vice President, Mergers and Acquisitions
Peter S. Hathaway 44 Vice President and Chief Accounting Officer
Steven M. Helm 52 Vice President, Legal and Corporate Secretary
Larry D. Henk 40 Vice President and Chief Operating Officer
Henry L. Hirvela 48 Vice President and Chief Financial Officer
Donald W. Slager 38 Vice President, Operations
9
<PAGE>
Biographical information regarding Mr. Van Weelden appears in the biographical
information regarding the Nominees. See "-- Election of Directors-Nominees."
Michael G. Hannon has served as Vice President -- Mergers & Acquisitions since
April 1994. Immediately prior to joining Allied, he served as President of
InnRoom Fitness, Inc., a fitness equipment leasing company, for a period of 10
months. From 1975 to 1993, Mr. Hannon was employed by Laidlaw Waste Systems,
Inc. ("Laidlaw"), and its predecessor companies, GSX Corporation and SCA
Services, Inc., where he held a variety of management positions. From 1991 to
1993, his position at Laidlaw was that of Regional Vice President, with overall
responsibility for all waste service operations in a 12 state geographic area.
Prior to holding the position of Regional Vice President at Laidlaw, he held
positions in Corporate Development and served as a Regional 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 February 1995, he was
employed by BFI as Controller and Finance Director for certain Italian
operations and held 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.
Steven M. Helm has served as Corporate Counsel since August 1995 and Vice
President -- Legal and Corporate Secretary of the Company since May 1996. Prior
to joining the Company, Mr. Helm was a partner with the law firm Dukes, Martin,
Helm and Ryan Ltd. in Illinois from 1978 to July 1995.
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.
Henry L. Hirvela has served as Vice President and Chief Financial Officer of the
Company since May 1996. Mr. Hirvela was an independent consultant from February
1996 through 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. On February
24, 2000, Mr. Hirvela announced his forthcoming resignation from the Company.
Donald W. Slager has served as Vice President-Operations of the Company since
his promotion from Assistant Vice President - Operations in February 1998. Prior
to this, Mr. Slager served as Regional Vice President of the West Region from
June 1996 to June 1997. Mr. Slager also served as District Manager for the
Chicago Metro District since 1992. Before Allied's acquisition of National Waste
Services in 1992, he served as General Manager from 1990 to 1992 and in other
management positions since 1985.
10
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation. The following table provides certain summary
information concerning compensation paid or accrued during the fiscal years
ended December 31, 1999, 1998 and 1997 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, 1999 (the "Named Executive
Officers"):
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
--------------------------------------------- -----------------
Securities
Underlying
Other Annual Options/ All Other
Name and Position Year Salary Bonus Compensation(4) SARs(1)(#) Compensation
----------------- ---- ------ ----- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Van Weelden 1999 $ 900,000 $ -- $ 91,958 700,000 $ 152,573(2)
Chairman of the Board of Directors, 1998 700,000 573,000 -- -- 152,572(2)
President and Chief Executive Officer 1997 500,000 523,000 -- 477,825 152,573(2)
Larry D. Henk 1999 450,000 -- 74,255 350,000 --
Vice President and 1998 337,500 337,500 -- 200,000 --
Chief Operating Officer 1997 260,000 265,000 -- 155,200 --
Henry L. Hirvela 1999 450,000 -- 93,223 225,000 --
Vice President and 1998 337,500 337,500 -- 150,000 --
Chief Financial Officer 1997 275,000 255,000 -- 225,000 100,005(3)
Steven M. Helm 1999 310,000 200,000 70,141 150,000 --
Vice President, Legal and Corporate 1998 275,000 220,000 -- 40,000 --
Secretary 1997 225,000 215,000 -- 187,090 --
Donald W. Slager 1999 275,000 300,000 89,049 175,000 --
Vice President, Operations 1998 225,000 180,000 -- 110,000 --
1997 174,262 197,657 -- 96,533 96,650(3)
- ------------
<FN>
(1) See " Option Grants in Last Fiscal Year," for certain information regarding
options granted during the fiscal year ended December 31, 1999.
(2) Consists of $152,573 of interest forgiven annually by the Company related
to promissory notes issued in 1996. (See "Certain Relationships and Related
Transactions").
(3) Consists of reimbursement for certain relocation expenses paid by the
Company.
(4) Consists of certain perquisites and personal benefits including a non-cash
performance appreciation award in the amount of $44,067 for each of the
named executive officers and financial planning services in the amount of
$35,774, $21,465 and $40,425 for Messrs. Van Weelden, Henk, and Hirvela,
respectively.
</FN>
</TABLE>
11
<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, 1999 under the Incentive Plans:
<TABLE>
<CAPTION>
Percent of
Number of Total Realizable Value at Assumed
Securities Options/SARs Annual Rates of Stock Price
Underlying Granted Exercise or Appreciation for Option Term (2)
Options/SARs to Employees Base Price Expiration
Name and Position Granted (#)(1) in Fiscal Year (Per Share) Date 5% 10%
- ----------------- -------------- -------------- ----------- ---- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Van Weelden 700,000(3) 12% $ 13.313 4/06/09 $ 5,860,512 $ 14,851,688
Chairman of the Board of Directors,
President and Chief Executive Officer
Larry D. Henk 350,000(3) 6% 13.313 4/06/09 2,930,256 7,425,844
Vice President and Chief Operating
Officer
Henry L. Hirvela 225,000(3) 4% 13.313 4/06/09 1,883,736 4,773,757
Vice President and Chief Financial
Officer
Steven M. Helm 150,000(3) 2% 13.313 4/06/09 1,255,824 3,182,504
Vice President, Legal and Corporate
Secretary
Donald W. Slager 175,000(3) 3% 13.313 4/06/09 1,465,128 3,712,922
Vice President, Operations
- -------------
<FN>
(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 1999.
(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 four equal annual installments beginning on July 30,
2000.
</FN>
</TABLE>
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, 1999 by the Chief Executive
Officer and each of the Named Executive Officers listed in the preceding tables:
<TABLE>
<CAPTION>
Number of Value of Unexercised
Securities Underlying In-the-Money
Shares Acquired Unexercised Options/SARs Options/SARs at
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 -- -- 1,113,305 886,695 $ 1,664,376 $ 68,750
Larry D. Henk -- -- 373,514 589,786 1,001,481 --
Henry L. Hirvela -- -- 226,667 473,333 -- --
Steven M. Helm -- -- 127,413 287,587 46,586 --
Donald W. Slager -- -- 54,207 366,893 110,044 12,917
- -------------
<FN>
(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, 1999 ($8.81 per share) and the exercise
price, which ranges between $4.27 and $21.19 per share. Options are
in-the-money if the fair market value of the underlying Common Stock
exceeds the exercise price of the option.
</FN>
</TABLE>
12
<PAGE>
Employment Agreements. The Company has entered into Executive Employment
Agreements with certain Named Executive Officers. The Executive Employment
Agreement of Mr. Van Weelden provides a base salary of $1,200,000 and a primary
term from January 1, 2000 to January 1, 2003 and is automatically extended after
each year of employment such that three years remain on the term of the
agreement at any time each anniversary date. The Executive Employment Agreements
of Messrs. Helm, Henk, Hirvela and Slager currently provide for current base
salaries ranging from $390,000 to $700,000, and a primary term which expires in
2001 that is automatically extended after each year of employment such that two
years remain on the agreement on each anniversary date. 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 Company is obligated to pay
an amount equal to two times the sum of the base salary on the date of
termination and an amount equal to the largest annual bonus paid to the employee
out of the last three years preceding the date of termination. 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 or one year
following 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 and Peter S. Hathaway which currently provide
for current base salaries ranging from $250,000 to $375,000, as well as terms
and severance arrangements similar to those found in the Executive Employment
Agreements of the Named Executive Officers. In February 2000, the Company
amended Mr. Hirvela's employment agreement to provide for a 26.5 month
consulting agreement effective the date of his termination for which he will
receive approximately $75,000 per month over the term. In addition any stock
options or other incentive awards received by Mr. Hirvela will remain
exercisable and continue to vest in accordance with their terms through the
earlier of the expiration of the consulting agreement or May 15, 2002.
Compensation Committee Interlocks and Insider Participation. Messrs. Lehmann,
Lipson and Ressler served on the Compensation Committee in 1999. No member of
the Compensation Committee has ever served as an executive officer of the
Company.
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 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.
13
<PAGE>
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 base compensation for 2000. The Compensation Committee also considered
the Company's growth through its acquisition strategy, revenues, and realization
of operational efficiencies in 1999. The Compensation Committee noted that the
Company achieved significant growth in revenues and cash flow, predominately
through the acquisition of BFI and has achieved the anticipated cost savings
related to that acquisition in 1999. Based on these factors, the Committee
increased the salary of the Chief Executive Officer to $1.2 million for 2000.
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
attaining Company goals, the Company's overall growth, and the results of the
officer's efforts in achieving Company goals. Based on the Company's financial
performance in 1999, the Compensation Committee did not award bonuses to the
Chief Executive Officer, Chief Operating Officer or Chief Financial 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.
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.
The Management Development and Compensation Committee of the Board of Directors,
Nolan Lehmann
Howard Lipson
Antony P. Ressler
14
<PAGE>
PERFORMANCE GRAPH
The following performance graph compares the performance of the Common Stock to
the Standard and Poor's 500 Stock Index and to an index of the common stock of
Waste Management, Inc. a peer company selected by the Company. The graph covers
the period from December 31, 1994 to December 31, 1999. The graph assumes that
the value of the investment in the Common Stock and each index was $100 at
December 31, 1994 and that all dividends were reinvested.
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31, December 31,
1994 1995 1996 1997 1998 1999
--------------- --------------- --------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Allied Waste Industries, $ 4.00 $ 7.13 $ 9.25 $ 23.31 $ 23.63 $ 8.81
Inc.
Index 100.0 178.25 231.25 582.81 590.63 220.31
--------------- --------------- --------------- ---------------- ---------------- ---------------
Standard and Poor's 500
Stock Index $ 469.27 $ 615.93 $ 740.74 $ 970.43 $ 1,229.23 $ 1,469.25
Index 100.0 134.11 161.29 211.30 267.65 319.91
--------------- --------------- --------------- ---------------- ---------------- ---------------
Waste Management, Inc.(1) $ 11.38 $ 18.88 $ 31.88 $ 39.25 $ 46.63 $ 17.19
Index 100.0 165.91 280.10 344.90 409.71 151.03
--------------- --------------- --------------- ---------------- ---------------- ---------------
<FN>
(1) During 1998, USA Waste Services, Inc. acquired WMX Technologies, Inc. in a
business combination accounted for as a pooling-of-interests and changed
the name of the newly formed company to Waste Management, Inc. The stock
prices used in the performance graph are the quoted price for USA Waste
Services, Inc. for 1994 through 1997 and for Waste Management, Inc. for
1998 and 1999. As a result of its acquisition, WMX Technologies, Inc. has
been removed from Allied's peer group. Additionally, Browning-Ferris
Industries, Inc. ("BFI") has been eliminated from the Peer Group Index due
to Allied's acquisition of BFI in 1999.
</FN>
</TABLE>
15
<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 members of the Board. Such
transactions are entered into only on terms the Company believes to be
comparable to or better than those that would be available from unaffiliated
parties with the exception of items that are intended to be additional
compensation. In the Company's view, all of the transactions described below
meet that standard.
Thomas H. Van Weelden, President and Chief Executive Officer and Roger A.
Ramsey, Director, have loans of $2.3 million and $2.2 million, respectively,
from the Company pursuant to promissory notes that are due in June 2001 and bear
interest at a rate of 6.625% per year. Mr. Van Weelden's loan is secured by the
pledge of 246,154 shares of Common Stock purchased from the Company at the then
market price with the proceeds from the loan in 1996 and Mr. Ramsey's loan is
secured by the pledge of 382,175 stock options granted at the then market price.
The Company forgave the interest due from Mr. Van Weelden in 1999 as a component
of his compensation. The Company forgave the interest due Mr. Ramsey in 1999 in
exchange for services rendered in 1999 during the BFI integration process.
James G. Van Weelden is employed by the Company as Regional Vice President and
received $464,000 in employment compensation for the year ended December 31,
1999. James G. Van Weelden is a brother of Thomas H. Van Weelden.
The Company maintains a Supplemental Retirement Plan for Roger A. Ramsey,
current Director and former Chief Executive Officer and Chairman of the Board,
which provides for the payment of a monthly benefit (expressed in the form of a
joint and 100% survivor life annuity) in the amount of $25,000 per month. Upon
the request of Mr. Ramsey, and with the consent of the Company, the benefit may
be paid on any other date, and in any other form (including a lump sum) which is
the actuarial equivalent of the joint and survivor form. To facilitate the
funding of its obligations under the Plan, the company implemented a
Supplemental Retirement Trust, of which a national bank is the current Trustee.
The Trust is to become irrevocable in the event of a change of control.
Additionally, Mr. Ramsey received $300,000 during 1999 related to the buyout of
his employment agreement in 1998.
As noted previously, the Company has various agreements with the
Apollo/Blackstone Investors relating to their original investment in the Company
in 1997 and their investment in connection with the acquisition of BFI in 1999.
These agreements, among other things, grant the Apollo/Blackstone Investors
rights to representation on the Board and to register the securities of the
Company they hold, and also govern the voting of these Company securities.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP ("Andersen"), independent 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 2000
and subsequent years, it is not proposed that any formal action be taken at the
meeting with respect to the continued employment of Andersen. Representatives of
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.
16
<PAGE>
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, 1999, all filing
requirements applicable to the Directors, officers and greater than 10%
stockholders were met except Dennis Hendrix and Vincent Tese were late in filing
one report on Form 4 and Howard Lipson was late in filing one report on Form 5.
MISCELLANEOUS MATTERS
The annual report to stockholders covering the fiscal year ended December 31,
1999 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 2001 Annual Meeting of stockholders is required to submit such
proposals to the Company on or before December 31, 2000.
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/ THOMAS H. VAN WEELDEN
------------------------------------------
Thomas H. Van Weelden
Chairman of the Board
President and Chief Executive Officer
17
<PAGE>
ALLIED WASTE INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 3, 2000
The undersigned hereby appoints Thomas H. Van Weelden and Steven M. Helm 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 4, 2000, at the Annual
Meeting of Stockholders to be held on May 3, 2000, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
PLEASE DATE, MARK, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ALLIED WASTE INDUSTRIES, INC.
May 3, 2000
--Please Detach and Mail in the Envelope Provided--
PLEASE MARK YOUR PROXY CARDS AS IN THIS EXAMPLE. X
1. Election of Directors by holders of Common and Preferred Stock
NOMINEES: Thomas H. Van Weelden, Roger A. Ramsey, Nolan Lehmann, Dennis Hendrix,
Warren B. Rudman and 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 MARK, SIGN, DATE 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.
<PAGE>
PLEASE DATE, MARK, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ALLIED WASTE INDUSTRIES, INC.
May 3, 2000
--Please Detach and Mail in the Envelope Provided--
PLEASE MARK YOUR PROXY CARDS AS IN THIS EXAMPLE. X
1. Election of Directors by holders of Common and Preferred Stock
NOMINEES: Thomas H. Van Weelden, Roger A. Ramsey, Nolan Lehmann, Dennis Hendrix,
Warren B. Rudman and Vincent Tese
/ /_____________________________ FOR
/ /___________________________WITHHELD
For, except vote withheld from the following nominees:
--------------------------------
2. Election of Directors by Holders of Preferred Stock
NOMINEES: Leon D. Black, Michael Gross, Antony P. Ressler, Howard A. Lipson and
David Blitzer
/ /_____________________________ 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 MARK, SIGN, DATE 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.
