<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
American Waste Services, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] 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:
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Notes:
<PAGE>
===========================================================================
[LOGO of
American Waste AMERICAN WASTE
Services, Inc.] SERVICES, INC.
Notice of Annual Meeting
of Shareholders
April 29, 1997
and
Proxy Statement
American Waste Services, Inc. . One American Way . Warren, Ohio 44484-5555
=============================================================================
<PAGE>
================================================================================
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1997
To the Shareholders of American Waste Services, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of American
Waste Services, Inc. will be held at the Grand Pavilion, One American Way,
Warren, Ohio, on Tuesday, April 29, 1997, at 10:00 A.M., local time, for the
following purposes:
1. To elect eleven Directors, three of whom will be Class A Directors elected
by the holders of Class A Common Stock, and eight of whom will be Class B
Directors elected by the holders of Class B Common Stock, such Directors to
hold office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified; and
2. To transact such other business as may properly come before the meeting and
any adjournment thereof;
all in accordance with the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on Monday, March 3,
1997, as the record date for the determination of the shareholders entitled to
notice of and to vote at such meeting or any adjournment thereof. Only those
shareholders of record at the close of business on such date will be entitled to
vote at the meeting or any adjournment thereof.
Your prompt action in sending in your proxy will be greatly appreciated. An
envelope is provided for your use which requires no postage if mailed in the
United States. If you have more than one shareholder account, you are receiving
a proxy for each account. Please vote, date, sign and mail all proxies you
receive.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey M. Grinstein
JEFFREY M. GRINSTEIN
Executive Vice President,
General Counsel and Secretary
Warren, Ohio
March 21, 1997
IMPORTANT:
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE, WHICH ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES, AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE
ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU
MAY DO SO IN THE MANNER DESCRIBED IN THE ENCLOSED PROXY STATEMENT.
<PAGE>
==============================================================================
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 29, 1997
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of American Waste Services, Inc. (the "Company") of proxies
in the form enclosed herewith to be voted at the Annual Meeting of Shareholders
to be held at the Grand Pavilion, One American Way, Warren, Ohio, on Tuesday,
April 29, 1997, at 10:00 A.M., local time, and at any adjournment thereof (the
"Annual Meeting"), for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. This Proxy Statement is being sent to each
holder of the issued and outstanding shares of Class A Common Stock (no par
value) ("Class A Common Stock") and Class B Common Stock (no par value) ("Class
B Common Stock") (collectively, the "Common Stock") of the Company entitled to
vote at the meeting in order to furnish information relating to the business to
be transacted at the meeting. The Company's Annual Report to Shareholders for
the fiscal year ended December 31, 1996, including financial statements, is
being mailed to shareholders, together with this Proxy Statement and the
accompanying form of proxy, beginning on or about March 28, 1997.
Any shareholder giving a proxy will have the right to revoke it at any time
prior to the voting thereof by giving written notice to the Secretary of the
Company, by voting in person at the Annual Meeting, or by execution of a
subsequent proxy provided that such action is taken in sufficient time to permit
the necessary examination and tabulation of the subsequent proxy or revocation
before the vote is taken. Shares of Common Stock represented by the proxies in
the form enclosed, properly executed, will be voted in the manner designated, or
if no applicable instructions are indicated, in favor of the Directors named
therein. The persons named in the enclosed form of proxy are authorized to
vote, in their discretion, upon such other business as may properly come before
the meeting and any adjournment thereof. Only those shares represented at the
Annual Meeting in person or by proxy shall be counted for purposes of
determining the number of votes required for any proposals upon which
shareholders of the Company shall be called upon to vote. Abstentions and
"broker non-votes" shall not be counted as votes for or against any matter upon
which shareholders of the Company shall be called upon to vote. The Articles of
Incorporation of the Company do not permit cumulative voting in the election of
Directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on March 3, 1997, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. Only shareholders of record at the close of
business on that date will be entitled to vote at the meeting or any adjournment
thereof. At the Annual Meeting, the holders of Class A Common Stock will be
entitled, as a class, to elect three of the Company's Directors ("Class A
Directors") and the holders of Class B Common Stock will be entitled, as a
class, to elect the remaining eight Directors ("Class B Directors," and together
with the Class A Directors are collectively referred to as the "Directors").
Except for the election of Directors and as otherwise required by the
provisions of the Company's Articles of Incorporation or by law, holders of the
Class A Common Stock and Class B Common Stock will vote or consent as a single
class on all matters with each share of Class A Common Stock having one vote per
share and each share of Class B Common Stock having ten votes per share. In the
event that the outstanding shares of Class B Common Stock constitute less than
50% of the total voting power of the
1
<PAGE>
issued and outstanding shares of Class A Common Stock and Class B Common Stock,
the holders of the Class A Common Stock and Class B Common Stock will vote as a
single class for the election of Directors. At the close of business on March 3,
1997, the Company had outstanding 25,298,423 shares of Class A Common Stock
entitling the holders thereof to 25,298,423 votes in the aggregate and 5,126,743
shares of Class B Common Stock entitling the holders thereof to 51,267,430 votes
in the aggregate.
Each share of Class B Common Stock is convertible at any time, at the option
of the shareholder, into one share of Class A Common Stock. Shares of Class B
Common Stock are also automatically converted into shares of Class A Common
Stock on the transfer of such shares to any person other than the Company,
another holder of Class B Common Stock or a "Permitted Transferee" as defined in
the Company's Articles of Incorporation. The Class A Common Stock is not
convertible.
The following table sets forth information with respect to beneficial
ownership of the Class A Common Stock and Class B Common Stock by each person
known to the Company to be the beneficial owner of more than five percent of
either class of Common Stock. This information is as of February 3, 1997,
unless noted that it is based upon Schedules 13-G filed with the Securities and
Exchange Commission (the "Commission"), in which event such information is as of
December 31, 1996. For purposes of the rules of the Commission, Mr. F. Oliver
Nicklin, Jr. may be considered to be the beneficial owner of the shares owned by
the Environmental Venture Fund, The Productivity Fund and the Apex Investment
Fund and First Analysis Corporation. Shares owned by such entities have
therefore been included in the following table for Mr. Nicklin.
<TABLE>
<CAPTION>
Beneficially Owned as of February 3, 1997
------------------------------------------------------------------
Class A Common Stock Class B Common Stock Percent Percent
---------------------- ---------------------- of all of Total
Number Percent Number Percent Common Voting
Name of Shares of Class of Shares of Class Stock Power
---- --------- -------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ronald E. Klingle(1)(4) 27,546 * 2,652,473 51.7% 8.9% 34.8%
Darrell D. Wilson(2)(4) 16,376 * 2,236,602 43.6% 7.5 29.3
F. Oliver Nicklin, Jr.(3)(5) 2,361,734 9.4% N N 7.8 3.1
- --------------------------
</TABLE>
* Less than one percent.
(1) Includes 114,371 shares of Class B Common Stock owned by Mr. Klingle's
spouse, the beneficial ownership of which is disclaimed. Includes 12,000
shares of Class A Common Stock subject to options exercisable within 60 days
of February 3, 1997. Includes 5,546 shares of Class A Common Stock held by
Mr. Klingle in the American Waste Services, Inc. Participating Companies
Profit Sharing Plan and Trust (including 2,156 shares held by Mr. Klingle's
spouse, the beneficial ownership of which Mr. Klingle disclaims). Mr.
Klingle has sole voting power and sole investment power over 25,390 shares
of Class A Common Stock and 2,538,102 shares of Class B Common Stock.
2
<PAGE>
(2) Includes 12,000 shares of Class A Common Stock subject to options
exercisable within 60 days of February 3, 1997. Includes 4,376 shares of
Class A Common Stock held by Mr. Wilson in the American Waste Services, Inc.
Participating Companies Profit Sharing Plan and Trust. Mr. Wilson has sole
voting power and sole investment power over all of the shares listed.
(3) Includes 1,200 shares owned by Mr. Nicklin's family members, the beneficial
ownership of which is disclaimed. Includes 19,000 shares subject to options
exercisable within 60 days of February 3, 1997. Mr. Nicklin has shared
voting power and shared investment power over 2,315,708 shares and has sole
voting power and sole investment power over 46,026 shares.
(4) Each named person is an employee, executive officer and director of the
Company. The address for Messrs. Klingle and Wilson is c/o American Waste
Services, Inc., One American Way, Warren, Ohio 44484-5555.
(5) For purposes of the rules of the Commission, Mr. Nicklin may be considered
to be the beneficial owner of the shares owned by the Environmental Venture
Fund (1,104,147 shares), The Productivity Fund (519,027 shares), the Apex
Investment Fund (653,308 shares), and First Analysis Corporation ("FAC")
(39,226 shares). FAC is the managing general partner of the general partner
of the Environmental Venture Fund and The Productivity Fund, and a general
partner of the general partner of the Apex Investment Fund. Mr. Nicklin is
the controlling shareholder of FAC. First Analysis Securities Corporation
("FASC"), one of the managing underwriters of the Company's Initial Public
Offering of the Class A Common Stock, is a subsidiary of FAC and Mr. Nicklin
is President of FASC. Shares owned by these funds and FAC have therefore
been included for Mr. Nicklin. The address for Mr. Nicklin, the
Environmental Venture Fund, the Apex Investment Fund and The Productivity
Fund is c/o First Analysis Corporation, 233 S. Wacker Drive, Suite 9600,
Chicago, Illinois 60606.
ELECTION OF DIRECTORS
It is intended that the proxies will be voted for the election of the eleven
nominees named below to hold office as Directors until the next succeeding
annual shareholders' meeting and until their respective successors are duly
elected and qualified. Specifically, the holders of Class A Common Stock are
entitled, as a class, to elect three Class A Directors and the holders of Class
B Common Stock are entitled, as a class, to elect eight Class B Directors. It
is the intention of the persons named in the enclosed forms of proxy to vote
such proxies as specified and if no specification is made, to vote such proxies
for the election as Directors of the nominees for Class A Directors and Class B
Directors listed below. All such nominees have consented to serve if elected.
While management has no reason to believe that any of the nominees will not be
available to serve as a Director, if for any reason any of them should become
unavailable, the proxies will be voted for such substitute nominees as may be
designated by the Board of Directors. The three nominees for Class A Directors
receiving the greatest number of votes from the holders of shares of Class A
Common Stock eligible to be cast at the meeting will be elected Class A
Directors; and, the eight nominees for Class B Directors receiving the greatest
number of votes from the holders of shares of Class B Common Stock eligible to
be cast at the meeting will be elected Class B Directors.
3
<PAGE>
Set forth below is certain information about the nominees for Class A
Directors and Class B Directors:
<TABLE>
<CAPTION>
Director
Name Age Since Title Term
- --------------------------------------- --- ----- ---------------------------------------- ------
<S> <C> <C> <C> <C>
Nominees for
Class A Directors:
Sanford B. Ferguson 50 1991 Director 1 year
Robert M. Arnoni 41 -- 1 year
Stephen L. Gordon 55 -- 1 year
Nominees for
Class B Directors:
Ronald E. Klingle 49 1988 Chairman of the Board, Chief Executive 1 year
Officer and a Director
Darrell D. Wilson 45 1988 President, Chief Operating Officer and 1 year
a Director
Michael D. Barwick 41 -- Executive Vice President, Collection 1 year
Services
Charles Boryenace 46 1990 Executive Vice President, Strategic 1 year
Planning and a Director
Mark B. Cawthorne 37 1996 Executive Vice President, Transportation 1 year
Services and a Director
Timothy C. Coxson 46 1995 Executive Vice President, Finance, 1 year
Treasurer, Chief Financial Officer
and a Director
Stephen G. Kilper 37 1995 Executive Vice President, Disposal 1 year
Services and a Director
Kenneth J. McMahon 43 1996 Executive Vice President, Sales and 1 year
a Director
</TABLE>
Set forth below is information concerning each nominee for election as a
director, including such nominee's principal occupation.
Sanford B. Ferguson has been a director of the Company since January 1991. He
has been a partner in the law firm of Kirkpatrick & Lockhart LLP since 1981.
Mr. Ferguson received his Bachelor of Arts degree from Dartmouth College, his
Master of Arts degree from Oxford University and his Doctor of Jurisprudence
degree from Yale University.
Robert M. Arnoni is currently President of the Arnoni Development Company,
Inc. From 1985 to August 1996 Mr. Arnoni was President and Chief Executive
Officer of The Arnoni Group, a management company for various, related solid
waste collection, transportation and disposal operations. Mr. Arnoni has over
20 years experience in the solid waste industry.
Stephen L. Gordon has been a partner in the law firm of Beveridge & Diamond,
P.C. since 1982. Mr. Gordon received his Bachelor of Arts degree from Rutgers
University and his Doctor of Jurisprudence degree from the University of
Pennsylvania.
4
<PAGE>
Ronald E. Klingle is a founder of the Company and has been a director,
Chairman of the Board and Chief Executive Officer since December 1988. He has
approximately 26 years of environmental experience and received his Bachelor of
Engineering degree in Chemical Engineering from Youngstown State University.
Mr. Klingle is the spouse of Frances R. Klingle who is the Chief Administrative
Officer and Controller of the Company.
Darrell D. Wilson is a founder of the Company and has been a director and
President since December 1988 and Chief Operating Officer since July 1990. He
has approximately 23 years of environmental experience including service with
governmental regulators as well as the management of several special waste
operations. He received his Bachelor of Science degree in Environmental
Sciences from Ferris State University.
Michael D. Barwick has been Executive Vice President, Collection Services
since January 1997. Prior to joining the Company, Mr. Barwick owned and
operated a private waste company on the West Coast from November 1989 through
April 1995. He received a Bachelor of Arts in Administration from Hartwell
College and is a candidate for a Masters of Business Administration at
Pepperdine University.
Charles Boryenace has been a director of the Company since August 1990 and
Executive Vice President, Strategic Planning since May 1995. Mr. Boryenace was
Executive Vice President, Finance, Treasurer, and Chief Financial Officer from
January 1991 to May 1995. Mr. Boryenace received his Bachelor of Business
Administration degree in Accounting from Kent State University.
Mark B. Cawthorne has been a director and Executive Vice President,
Transportation Services since September 1996. He has approximately 14 years of
environmental experience and previously served as Vice President, Disposal Sales
from January 1991 to September 1996. He received a Bachelor of Arts in
Geography and Environmental Studies from the University of Akron.
Timothy C. Coxson has been a director and Executive Vice President, Finance,
Treasurer, and Chief Financial Officer since May 1995. Mr. Coxson was Vice
President, Corporate Financial Services, from March 1991 to May 1995. He
received a Bachelor of Business Administration degree in Accounting from The
Ohio State University.
Stephen G. Kilper has been a director and Executive Vice President,
Disposal Services, since October 1995. Mr. Kilper was Vice President, Disposal
Services, for the Company and its wholly owned disposal subsidiaries from August
1993 to October 1995. From January 1992 to August 1993 he was an environmental
engineer for the Company's disposal operations. Mr. Kilper received his degree
in Agricultural Engineering from the University of Wisconsin - Madison.
Kenneth J. McMahon has been a director and Executive Vice President, Sales
since September 1996. He previously served as Vice President of Corporate Sales
from March 1992 to September 1996 and has approximately 20 years of experience
in sales and marketing. Prior to joining the Company, he was Director of Sales
for an IBM Agent firm, Harker Consulting Services. Mr. McMahon received a
Bachelor of Business Administration Degree in finance and his Master of Business
Administration from Youngstown State University.
5
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of February 3, 1997, with
respect to beneficial ownership of the Class A Common Stock and Class B Common
Stock by: (i) the Company's directors, and (ii) all executive officers and
directors, including nominees, as a group. For purposes of the rules of the
Commission, Mr. F. Oliver Nicklin, Jr., may be considered to be the beneficial
owner of the shares owned by the Environmental Venture Fund, The Productivity
Fund, the Apex Investment Fund, and First Analysis Corporation and Mr. James A.
Johnson may be considered to be the beneficial owner of the shares owned by the
Apex Investment Fund. Shares owned by such entities have therefore been
included in the following table for Mr. Nicklin and Mr. Johnson, as appropriate,
and for "All executive officers and directors as a group." See "Voting
Securities and Principal Holders Thereof."
<TABLE>
<CAPTION>
Beneficially Owned as of February 3, 1997(1)
---------------------------------------------------------------
Class A Common Stock Class B Common Stock Percent Percent
--------------------- -------------------- of all of Total
Name of Individual or Number Percent Number Percent Common Voting
Number of Persons in Group of Shares of Class of Shares of Class Stock Power
-------------------------- --------- -------- --------- --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Ronald E. Klingle (2)(3)(4)(8) 27,546 * 2,652,473 51.7% 8.9% 34.8%
Darrell D. Wilson (2)(3)(8) 16,376 * 2,236,602 43.6 7.5 29.3
Mark B. Cawthorne (3) 10,407 * -- -- * *
Charles Boryenace (2)(3)(8) 65,173 * -- -- * *
Timothy C. Coxson (2)(3) 12,200 * -- -- * *
George P. Ellis 1,039 * -- -- * *
Stephen G. Kilper (2)(3)(8) 11,447 * -- -- * *
Kenneth J. McMahon (3) 10,261 * -- -- * *
Sanford B. Ferguson (2) 19,000 * -- -- * *
James A. Johnson (2)(6) 677,308 2.7% -- -- 2.2 .9
John R. Miller (2) 27,000 * -- -- * *
F. Oliver Nicklin, Jr.(2)(5)(6) 2,361,734 9.4 -- -- 7.8 3.1
Michael D. Barwick (9) * * -- -- * *
Robert M. Arnoni (9) 200 * -- -- * *
Stephen L. Gordon (9) -- -- -- -- -- --
All executive officers, directors and
nominees for directors as a group
(17 persons) (2)(6)(7)(8)(9) 2,604,383 10.4 4,933,446 96.2 25.0 68.1
- --------------------------------------------------------------------------------------------------
</TABLE>
* Less than one percent.
(1) Mr. Nicklin has shared voting power and shared investment power over
2,315,708 shares and has sole voting and sole investment power over 46,026
shares. Mr. Johnson has shared voting and shared investment power over
653,308 shares and sole voting and sole investment power over 24,000 shares.
One executive officer in "All executive officers and directors as a group"
has shared voting and investment power with his spouse. All other named
persons have sole voting and sole investment power over all listed shares.
6
<PAGE>
(2) Includes shares of Class A Common Stock subject to options exercisable
within 60 days of February 3, 1997, as follows: Mr. Klingle 12,000 shares;
Mr. Wilson, 12,000 shares; Mr. Cawthorne, 9,000 shares; Mr. Boryenace,
18,000 shares; Mr. Coxson, 9,000 shares; Mr. Kilper, 9,000 shares; Mr.
McMahon, 9,000 shares; Mr. Ferguson, 19,000 shares; Mr. Johnson, 19,000
shares; Mr. Miller, 17,000 shares; Mr. Nicklin, 19,000 shares; and "All
executive officers and directors as a group," 170,000 shares. In
determining the number of shares held by executive officers and directors as
a group, shares beneficially owned by more than one executive officer or
director have been counted only once.
(3) Each of these individuals is an employee, executive officer and director of
the Company.
(4) Includes 114,371 shares of Class B Common Stock owned by Mr. Klingle's
spouse, the beneficial ownership of which is disclaimed.
(5) Includes 1,200 shares of Class A Common Stock owned by family members of Mr.
Nicklin, the beneficial ownership of which is disclaimed.
(6) For purposes of the rules of the Commission, Mr. Nicklin may be considered
to be the beneficial owner of the shares owned by the Environmental Venture
Fund (1,104,147 shares), The Productivity Fund (519,027 shares), the Apex
Investment Fund (653,308 shares), and First Analysis Corporation ("FAC")
(39,226 shares). FAC is the managing general partner of the general partner
of the Environmental Venture Fund and The Productivity Fund, and a general
partner of the general partner of the Apex Investment Fund. Mr. Nicklin is
the controlling stockholder of FAC. First Analysis Securities Corporation
("FASC"), one of the managing underwriters of the Company's Initial Public
Offering of the Class A Common Stock, is a subsidiary of FAC and Mr. Nicklin
is President of FASC. Also, under the rules of the Commission, Mr. Johnson
may be considered to be the beneficial owner of the shares owned by the Apex
Investment Fund. Mr. Johnson is the managing general partner of the general
partner of the Apex Investment Fund. Shares owned by these funds have
therefore been included for Mr. Nicklin and Mr. Johnson, as appropriate,
and for "All executive officers and directors as a group."
(7) With respect to "All executive officers and directors as a group," includes
1,200 shares of Class A Common Stock owned by family members as to which
beneficial ownership is disclaimed. In determining the number of shares
held by executive officers and directors as a group, shares beneficially
owned by more than one executive officer or director have been counted only
once.
(8) Includes shares of Class A Common Stock held within employee accounts under
the American Waste Services, Inc. Participating Companies Profit Sharing
Plan and Trust, as follows: Mr. Klingle, 5,546 shares (including 2,156
shares held by Mr. Klingle's spouse, the beneficial ownership of which Mr.
Klingle disclaims); Mr. Wilson, 4,376 shares; Mr. Cawthorne, 1,257 shares;
Mr. Ellis, 1,039 shares; Mr. Kilper, 2,447 shares; Mr. Boryenace, 3,873
shares; Mr. McMahon, 1,261 shares; and "All executive officers and directors
as a group," 19,799 shares. In determining the number of shares held by
executive officers and directors as a group, shares beneficially owned by
more than one executive officer or director have been counted only once.
(9) Mr. Arnoni and Mr. Gordon are nominees for Class A Directors. Mr. Barwick
is an employee, executive officer and nominee for Class B Director.
7
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has established four standing committees to assist in
the discharge of its responsibilities. These are the Executive, Audit, Option
Plan and Compensation Committees. The Board as a whole nominates directors for
election after receiving recommendations from the Executive Committee. During
1996, the Board of Directors had four regular meetings.
Each incumbent Director acted pursuant to all written consents without formal
meeting and attended at least 75% of the total number of meetings of (a) the
Board of Directors and (b) the committees of the Board on which the respective
Directors served during 1996.
The Executive Committee, subject to the restrictions of the Ohio General
Corporation Law, may exercise the authority of the Board of Directors in the
management of the business and affairs of the Company during intervals between
meetings of the Board. During 1996, the Executive Committee held eight regular
meetings. The Executive Committee currently consists of four members, as
follows: Messrs. Klingle (Chairman), Boryenace, Coxson and Wilson.
The Audit Committee is responsible for recommending the firm of independent
accountants to be engaged to audit the Company's financial statements, reviewing
the scope and results of the audit with the independent accountants, reviewing
with management and the independent accountants the Company's interim and year-
end operating results, considering the adequacy of the internal accounting
controls and audit procedures of the Company and reviewing the non-audit
services to be performed by the independent accountants. During 1996, the Audit
Committee held two meetings. The Audit Committee currently consists of three
members, as follows: Messrs. Nicklin (Chairman), Ferguson and Johnson.
The Compensation Committee is responsible for reviewing and establishing the
compensation arrangements for employees of the Company, including top
management, including salaries and bonuses. During 1996, the Compensation
Committee held five regular meetings. The Compensation Committee currently
consists of three members, as follows: Messrs. Klingle (Chairman), Boryenace
and Wilson.
The Option Plan Committee determines grants of options to purchase shares
under the Company's 1990 Long-Term Incentive Plan (the "Plan") and discretionary
contributions of Class A Common Stock to the Company's 401(k) Profit Sharing
Plan based on recommendations made by the Company's Compensation Committee.
During 1996, the Option Plan Committee held two meetings. No discretionary
contributions to the Company's 401(k) Profit Sharing Plan were made for 1996.
The Option Plan Committee currently consists of three members, as follows:
Messrs. Nicklin (Chairman), Ferguson and Johnson.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Ronald E. Klingle (Chairman), Darrell D. Wilson and Charles Boryenace each
served as a member of the Compensation Committee and were executive officers of
the Company during 1996. Furthermore, during 1996, each member of the
Compensation Committee was an executive officer and/or director of various
directly or indirectly wholly owned subsidiaries of the Company.
No members of the Compensation Committee serve on a Compensation Committee or
other board committees performing equivalent functions for any other entity
other than a directly or indirectly wholly owned subsidiary of the Company.
BOARD COMMITTEE REPORTS ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT. The Company has maintained a cash
compensation program that is comprised of salaries and bonuses. Under the
Company's program, the cash compensation of executive officers of the Company is
dependent, in part, on quarterly discretionary bonuses which are tied to
corporate and individual performance in a manner that encourages a cooperative
focus on the Company's consolidated profitability.
To facilitate the bonus component of the cash compensation program the Company
established an Officers Bonus Plan ("OBP") in the second quarter of 1996. The
OBP is a discretionary bonus program that covers every executive officer of the
Company. The Compensation Committee's determination of
8
<PAGE>
quarterly bonuses to executive officers is based upon performance evaluations by
the Chief Executive Officer and/or the President of the Company, who are members
of the Compensation Committee and to whom each executive officer reports.
Although no objective standards or policies are set, the amount of each
executive officer's bonus is based upon consolidated pre-tax profits and is
distributed on a quarterly basis. No executive officer is assured a bonus and
the allocation of bonuses under the OBP is subjectively determined by the
Compensation Committee in its sole discretion.
The basis upon which the compensation of the Chief Executive Officer of the
Company for the last completed fiscal year was determined is generally the same
as for other executive officers. As Chairman of the Compensation Committee and
Chairman of the Board of Directors, the Chief Executive Officer in effect has
the ability to establish the level of his cash compensation.
Although the Company's executive compensation program is established by the
Compensation Committee of the Board of Directors, which is composed of the
below-named directors who are employees and executive officers of the Company,
from time to time the Compensation Committee and the Board of Directors as a
whole discuss, generally, the reasonableness of the amounts of compensation
received by the Chief Executive Officer and the other executive officers.
In the second quarter of 1996, as a result of the disparity between the
exercise price of certain previously granted stock options and the trading range
of the Company's Class A Common Stock, the Compensation Committee recommended
the repricing of certain existing stock options and the granting of new stock
options. The Option Plan Committee granted to each executive officer of the
Company, other than the Chief Executive Officer and the President, the right to
cancel their respective stock options with an option price of $7.00 or higher
and forfeit the vesting associated with such stock options in consideration for
new stock options at the then-current market price. The number of new stock
options granted to each executive officer was such that each executive officer
would have a total of 50,000 stock options after the new options were granted.
Vesting on the new stock options granted would begin on the date granted. The
new stock options vest 20% each year and are fully vested after five years.
Each executive officer chose to accept the new stock options. The Chief
Executive Officer and the President each requested not to be granted any stock
options in 1996. As they requested, none were granted in 1996.
In addition, in the fourth quarter of 1996, the Compensation Committee
recommended and the Option Plan Committee granted stock options to newly
appointed executive officers to purchase shares of the Company's Class A Common
Stock such that the total stock options of the new executive officers would
total 50,000.
The Compensation Committee recommended the granting of the above described
stock options in order to provide executive officers with a substantial
incentive to improve the Company's long-term financial performance. The
repricing of stock options and the granting of new stock options to the
executive officers will also more closely align the executive officers'
interests with those of the Company's shareholders.
The Compensation Committee determined that no discretionary contributions to
the Company's 401(k) Profit Sharing Plan would be made for 1996.
Section 162(m) of the Internal Revenue Code addresses the nondeductibility for
federal income tax purposes of certain compensation in excess of $1 million paid
to an employee during the taxable year. As it is highly unlikely that any
executive officer or other employee of the Company will be awarded compensation
in excess of $1 million in the foreseeable future, the Compensation Committee
has not established a policy with respect to the nondeductibility of such
employee compensation.
The Compensation Committee believes that the Chief Executive Officer, as well
as the other executive officers of the Company, are dedicated to achieving
significant improvements in the Company's long-term financial performance and
that the compensation policies, plans and programs implemented by the Company
have contributed to achieving this management focus.
9
<PAGE>
COMPENSATION COMMITTEE
Ronald E. Klingle (Chairman)
Darrell D. Wilson
Charles Boryenace
OPTION PLAN COMMITTEE REPORT. The use of stock options is an important
element in focusing executive management and other employees of the Company,
including non-employee directors, on building profitability and shareholder
value. In contrast to cash compensation, stock options provide a long-term
incentive which not only serves to attract and retain individuals of outstanding
ability but also aligns such individuals' interests with those of the Company's
shareholders. The Plan is administered by the Option Plan Committee of the Board
of Directors which is currently comprised of three independent non-employee
directors. During each fiscal year the Option Plan Committee considers the
desirability of granting options to the Chief Executive Officer, the other
executive officers and other employees of the Company based upon the
recommendations of the Compensation Committee. In fixing the grants of stock
options to the executive officers, including the named executive officers and
the Chief Executive Officer, the Option Plan Committee reviews with the members
of the Compensation Committee the recommended individual grants, taking into
account the basis for such recommended grants, as well as the other compensation
received by such executive officers.
In the second quarter of 1996, as a result of the disparity between the
exercise price of certain previously granted stock options and the trading range
of the Company's Class A Common Stock, the Compensation Committee recommended
the repricing of certain existing stock options and the granting of new stock
options. The Option Plan Committee granted to each executive officer of the
Company, other than the Chief Executive Officer and the President, the right to
cancel their stock options with an option price of $7.00 or higher and forfeit
the vesting associated with such stock options in consideration for new stock
options at the then-current market price. The number of new stock options
granted to each officer was such that each executive officer would have a total
of 50,000 stock options after the new options were granted. Each executive
officer chose to accept the new stock options. The Chief Executive Officer and
the President each requested not to be granted any stock options in 1996. As
they requested, none were granted in 1996.
In addition, in the fourth quarter of 1996, the Compensation Committee
recommended and the Option Plan Committee granted stock options to newly
appointed executive officers to purchase shares of the Company's Class A Common
Stock such that the total stock options of the new executive officers would
total 50,000.
The Compensation Committee recommended the granting of the above described
stock options based upon a desire by the Compensation Committee to provide
executive officers with a substantial incentive to improve the Company's long-
term financial performance.
Each option granted during 1996 was granted at a price equal to the fair
market value of Class A Common Stock at the date of grant. The options granted
vest 20% each year and are fully vested after five years. All options are
exercisable for a period of 10 years from the date of grant.
OPTION PLAN COMMITTEE
Sanford B. Ferguson (Chairman)
F. Oliver Nicklin, Jr.
James A. Johnson
10
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF EXECUTIVE OFFICERS
The following information sets forth the compensation of the Company's Chief
Executive Officer and the Company's four most highly compensated executive
officers other than the Chief Executive Officer who were serving as executive
officers as of December 31, 1996; in each case for services rendered in all
capacities to the Company and its subsidiaries during the fiscal year ended
December 31, 1996. No individual no longer serving as an executive officer as
of December 31, 1996 received compensation in excess of any of the named
executive officers.
SUMMARY COMPENSATION TABLE (1)
<TABLE>
<CAPTION>
Annual Compensation (2) Long Term Compensation
----------------------------------- ----------------------------------------
Awards Payouts
Other -------------------- -------
Annual Restricted Options/ All Other
Compen- Stock SARs LTIP Compen-
Name and Principal Position Year Salary Bonus sation Awards (Shares) Payouts sation(4)
- --------------------------- ---- --------- ------- ------- ------ --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald E. Klingle 1996 $140,000 $71,475 -- -- -- -- $3,954
Chairman of the Board 1995 116,801 24,982 -- -- -- -- 3,920
and Chief Executive
Officer 1994 70,404 48,595 -- -- -- -- 3,417
Darrell D. Wilson 1996 140,000 71,475 -- -- -- -- 6,000
President and Chief 1995 116,801 24,982 -- -- -- -- 5,671
Operating Officer 1994 70,404 48,595 -- -- -- -- 4,760
George P. Ellis (3) 1996 120,000 35,737 -- -- 50,000 -- 6,000
Executive Vice President, 1995 121,058 1,301 -- -- -- -- 2,638
Technical Services 1994 na na na na na na na
Jeffrey M. Grinstein 1996 110,000 35,737 -- -- 20,000 -- 5,829
Executive Vice President, 1995 110,000 18,737 -- -- -- -- 5,149
General Counsel and
Secretary 1994 83,603 45,379 -- -- -- -- 5,159
Charles Boryenace 1996 110,000 35,737 -- -- 20,000 -- 5,829
Executive Vice President, 1995 110,000 18,737 -- -- -- -- 5,149
Strategic Planning 1994 83,603 36,446 -- -- -- -- 4,802
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Does not include the value of certain non-cash compensation to the named
individuals which did not exceed the lesser of $50,000 or 10% of such
individuals' total annual salary and bonus shown in the table.
(2) Includes salary and/or bonuses deferred pursuant to Section 401(k) of the
Internal Revenue Code.
(3) Mr. Ellis became an executive officer during 1995 and $91,892 of the salary
and $1,301 of the bonus reflected in the table for year 1995 reflects
compensation received while not an executive officer.
(4) Reflects nondiscretionary contributions made on behalf of the named
executive officer pursuant to the provisions of the Company's 401(k) Plan.
11
<PAGE>
The following table sets forth certain information regarding individual grants
of stock options made during the last fiscal year to each executive officer
named in the table under the caption "Summary Compensation Table."
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realization Value
At Assumed Annual
Rates of Stock
Price Appreciation
Individual Grants For Option Term
- -------------------------------------------------------------------------------- -----------------------
Number of % of Total
Securities Options
Underlying Granted To Exercise or
Options Employees Base Price Expiration
Granted In 1996 ($/Share) Date 5% 10%
----------------- ---------- ----------- ---------- ----- ---
<S> <C> <C> <C> <C> <C> <C>
Ronald E. Klingle None
Darrell D. Wilson None
George P. Ellis 50,000 9.2% $2.38 4/28/06 $3.87 $6.16
Jeffrey M. Grinstein 20,000 3.7% $2.38 4/28/06 $3.87 $6.16
Charles Boryenace 20,000 3.7% $2.38 4/28/06 $3.87 $6.16
</TABLE>
The following table sets forth certain information concerning the value of
unexercised options held on December 31, 1996 by executive officers named in the
table under the caption "Summary Compensation Table." No options under the Plan
were exercised in 1996 by executive officers.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Underlying
Unexercised Options Value of Unexercised
at Fiscal Year-End In-the-Money Options
(Shares) at Fiscal Year-End (1)
------------------------- -------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------
<S> <C> <C>
Ronald E. Klingle 12,000/0 $ 0/$0
Darrell D. Wilson 12,000/0 0/ 0
George P. Ellis 0/50,000 0/ 0
Jeffrey M. Grinstein 18,000/32,000 6,750/ 4,500
Charles Boryenace 18,000/32,000 6,750/ 4,500
- --------------------------
</TABLE>
(1) Based on closing price of $2.375 per share of Class A Common Stock as of
December 31, 1996.
12
<PAGE>
COMPENSATION OF DIRECTORS
Each of the Company's directors who is not an officer or employee of the
Company is entitled to receive a retainer fee of $20,000 per year for Board of
Directors membership and a fee of $1,000 for attendance at each Board of
Directors meeting (or committee meeting held on a separate day). Messrs.
Johnson and Nicklin have voluntarily agreed not to accept their fees. Officers
and employees who serve as directors are not compensated for their services as
directors. In accordance with the American Waste Services, Inc. 1990 Long-Term
Incentive Plan, non-employee directors are entitled to receive grants of options
to purchase shares of Class A Common Stock as determined by the Board of
Directors. All directors are reimbursed for expenses incurred in attending
Board of Directors meetings and committee meetings. During 1996, the Company
made no other payments to non-employee directors with respect to participation
on the Board of Directors, its committees or with respect to special
assignments.
The following table sets forth certain information regarding the repricing of
certain stock options held by executive officers of the Company.
TEN-YEAR OPTIONS REPRICINGS
<TABLE>
<CAPTION>
Length of
Number of Market Exercise Original
Securities Price of Price Option Term
Underlying Stock at at time of Remaining
Options/SARs Time of Repricing New at Date of
Repriced or Repricing of of Exercise Repricing
Name Date Amended Amendment Amendment Price Amendment
---- ---- ------------ ------------ ---------- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
Charles Boryenace (1) 4/28/96 20,000 $2.38 $10.00 $2.38 4 years
Executive Vice President, Strategic Planning
Mark B. Cawthorne 4/28/96 5,000 $2.38 $10.00 $2.38 4 years
Executive Vice President, Transportation Services 4/28/96 5,000 $2.38 $ 7.00 $2.38 5 years
Timothy C. Coxson 4/28/96 4,200 $2.38 $10.00 $2.38 4 years
Executive Vice President, Finance, Treasurer 4/28/96 6,000 $2.38 $ 7.00 $2.38 5 years
and Chief Financial Officer
Jeffrey M. Grinstein (2) 4/28/96 4,200 $2.38 $10.00 $2.38 4 years
Executive Vice President, General Counsel 4/28/96 15,800 $2.38 $ 7.00 $2.38 5 years
and Secretary
Stephen G. Kilper 4/28/96 250 $2.38 $10.00 $2.38 4 years
Executive Vice President, Disposal Services 4/28/96 500 $2.38 $ 7.00 $2.38 5 years
Frances R. Klingle 4/28/96 4,200 $2.38 $10.00 $2.38 4 years
Chief Administrative Officer and Controller 4/28/96 10,000 $2.38 $ 7.00 $2.38 5 years
</TABLE>
______________________________________________
(1) In addition to the repricing of the above-referenced stock options, Mr.
Boryenace relinquished 90,000 stock options with an exercise price of $10
per share and 10,000 stock options with an exercise price of $7 per share.
The relinquished stock options were fully vested.
(2) In addition to the repricing of the above-referenced stock options, Mr.
Grinstein relinquished 4,200 stock options with an exercise price of $7 per
share. The relinquished stock options were fully vested.
13
<PAGE>
PERFORMANCE GRAPH
The following line graph compares the yearly percentage change in the
Company's cumulative total shareholder return on its Class A Common Stock for
the five fiscal years ended December 31, 1996 with the cumulative total return
of both the S&P MidCap Index and the Value Line Environmental Services Index.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31, December 31,
1991 1992 1993 1994 1995 1996
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
American Waste Services, Inc.
Class A Common Stock $100.00 $ 45.76 $ 42.37 $ 22.03 $ 27.12 $ 32.20
Value Line Environmental
Services Index $100.00 $101.46 $ 77.39 $ 79.01 $ 91.06 $ 97.91
S&P MidCap Index $100.00 $111.91 $123.85 $119.41 $156.23 $185.07
</TABLE>
The Company's Class A Common Stock performance shown by the above graph is not
necessarily indicative of future stock performance.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Legal Services
Sanford B. Ferguson, a director of the Company, is a partner of the
Pittsburgh, Pennsylvania, office of the law firm of Kirkpatrick & Lockhart LLP,
which has rendered legal services to the Company during the last fiscal year.
14
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The appointment of an independent public accountant is approved annually by
the Board of Directors based on the recommendation of the Audit Committee. No
independent public accountant has been selected for the current year as the
Audit Committee has not yet made its recommendation. KPMG Peat Marwick LLP
served as independent public accountant of the Company for fiscal years 1990
through the latest fiscal year. Representatives of KPMG Peat Marwick LLP will
be present at the Annual Meeting of Shareholders and will be given an
opportunity to make a statement if they desire to do so and will respond to
appropriate questions from shareholders.
ANNUAL REPORT TO SHAREHOLDERS
The Company has enclosed its Annual Report to Shareholders for the Company and
its subsidiaries for the year ended December 31, 1996, including financial
statements reflecting the financial position and results of operations of the
Company and its subsidiaries for that year. The Annual Report is not deemed to
have been filed with the Commission and such report is not incorporated in this
Proxy Statement nor is it part of this proxy solicitation.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at the 1998
Annual Meeting of Shareholders must be received by the Secretary of the Company
at the principal executive offices of the Company not later than November 30,
1997. Such proposals must meet the requirements of the Commission to be
eligible for inclusion in the Company's 1998 Proxy Materials.
FORM 10-K REPORT
THE COMPANY WILL FILE ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, WITH THE COMMISSION ON OR BEFORE MARCH 31, 1997. A COPY OF
THE REPORT, INCLUDING ANY FINANCIAL STATEMENTS AND SCHEDULES, AND A LIST
DESCRIBING ANY EXHIBITS NOT CONTAINED THEREIN, MAY BE OBTAINED WITHOUT CHARGE BY
ANY SHAREHOLDER. THE EXHIBITS ARE AVAILABLE UPON PAYMENT OF NOMINAL CHARGES
WHICH APPROXIMATE THE COMPANYOS COST OF REPRODUCTION OF THE EXHIBITS. WRITTEN
REQUESTS FOR COPIES OF THE REPORT OR EXHIBITS SHOULD BE DIRECTED TO THE
SECRETARY, AMERICAN WASTE SERVICES, INC., ONE AMERICAN WAY, WARREN, OHIO 44484-
5555.
OTHER MATTERS
The Board of Directors does not know of any matters or business to be
presented for action at the meeting other than as set forth above. The enclosed
proxy does, however, confer discretionary authority upon the persons named
therein, or their substitutes, to take action with respect to any other matter
that may properly be brought before the meeting or any adjournment thereof.
15
<PAGE>
SOLICITATION OF PROXIES
The enclosed form of proxy is solicited by the Board of Directors and the
proxies named therein have been designated by the Board of Directors. Shares
represented by the proxy will be voted at the meeting and, where a choice has
been specified, such shares will be voted in accordance with such specification.
If no specification is indicated, the proxies will be voted for the election of
the nominees named herein as directors and on other matters presented for a vote
in accordance with the judgment of the persons acting under the proxies. The
cost of preparing, printing, assembling and mailing will be paid by the Company.
In addition to the solicitation of proxies by mail, officers, directors, or
other employees of the Company, as yet undesignated, and without additional
remuneration, may solicit proxies personally or by other appropriate means, if
deemed advisable. The Company will request brokers, banks and other nominees to
send proxy material to, and obtain proxies from, the beneficial owners of Common
Stock held of record by them and it will reimburse such persons for their
expenses in so doing.
We request that you complete, sign, date and return your proxy promptly to
insure that your shares will be voted at the meeting. It is hoped that you will
attend the meeting. For your convenience, a self-addressed envelope, which
requires no additional postage if mailed in the United States, is enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Jeffrey M. Grinstein
JEFFREY M. GRINSTEIN
Executive Vice President,
General Counsel and Secretary
Warren, Ohio
March 21, 1997
16
<PAGE>
AMERICAN WASTE SERVICES, INC. PARTICIPATING COMPANIES PROFIT SHARING PLAN AND
TRUST (THE "PLAN")
VOTING INSTRUCTIONS ARE SOLICITED BY PNC BANK, THE PLAN'S TRUSTEE,
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 29, 1997.
As a Plan Participant, I acknowledge receipt of the Notice of Annual Meeting
and Proxy Statement relating to the Annual Meeting of Shareholders of American
Waste Services, Inc. (the "Company") to be held at the Grand Pavilion, located
at One American Way, Warren, Ohio, on Tuesday, April 29, 1997, at 10:00 a.m.,
local time or at any adjournment thereof, and I hereby instruct PNC Bank, as
Trustee under the Plan (the "Trustee"), to vote the shares of Class A Common
Stock of the Company relating to my Plan account for which I have the right to
give voting directions under the Plan, at such Annual Meeting in the manner
set forth hereon. This card must be returned to Corporate Election Services
using the enclosed envelope, who will tabulate voting instructions for the
Trustee. If this card is not received by Corporate Election Services on or
before the close of business on April 22, 1997, the Trustee cannot ensure that
your voting instructions will be tabulated and counted. Your voting
instructions will be accorded confidential treatment.
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE
(To be signed on the reverse side)
<PAGE>
AMERICAN WASTE SERVICES, INC. PARTICIPATING COMPANIES PROFIT SHARING PLAN AND
TRUST (THE "PLAN")
VOTING INSTRUCTIONS ARE SOLICITED BY PNC BANK, THE PLAN'S TRUSTEE,
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 29, 1997.
(Continued on the reverse side)
1. ELECTION OF DIRECTORS BY THE HOLDERS OF CLASS A COMMON STOCK.
The Board of Directors of the Company recommends a vote FOR the election of
the following nominees.
Nominees: Sanford B. Ferguson, Robert M. Arnoni and Stephen L. Gordon
[_] FOR all nominees listed above, except vote withheld for the following
nominee(s):
----------------------------------
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ADJOURNMENTS THEREOF.
This Voting Instruction Card, when properly executed, will be voted as
directed above. If such card is returned executed with no direction given or
if not returned at all, the Trustee shall vote in its absolute discretion.
SIGNATURE _______________________________ DATE ________________
This Voting Instruction Card should be signed exactly as name appears hereon.
Please sign, date and return this card promptly using the enclosed envelope.
<PAGE>
A PROXY AMERICAN WASTE SERVICES, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting April 29, 1997
The undersigned hereby appoints Ronald E. Klingle, Darrell D. Wilson and
Jeffrey M. Grinstein, and each or any of them, attorneys and proxies with full
power of substitution, to represent the undersigned at the Annual Meeting of
Shareholders of American Waste Services, Inc. to be held at the Grand Pavilion,
located at One American Way, Warren, Ohio, on Tuesday, April 29, 1997, at 10:00
A.M., local time, and at any adjournment thereof, and to vote the number of
shares of Class A Common Stock that the undersigned would be entitled to vote if
personally present on all proposals coming before the meeting, which are more
fully described in the Notice of Annual Meeting and Proxy Statement, receipt of
which is hereby acknowledged, relating to such Annual Meeting, in the manner
specified and on any other business that may properly come before the meeting.
SEE REVERSE
(Continued and to be marked, dated and signed on other side) SIDE
<PAGE>
A [X] Please mark your
votes as in this
example
FOR WITHHELD
1. ELECTION OF [_] [_]
DIRECTORS BY
THE HOLDERS
OF CLASS A
COMMON STOCK
For except vote withheld from the following nominee(s):
- -------------------------------------------------------
The Board of Directors recommends a vote FOR the
election of the following nominees:
Nominees: Sanford B. Ferguson
Robert M. Arnoni
Stephen L. Gordon
You are encouraged to specify your choice by marking the
appropriate box, but you need not mark any box if you
wish to vote in accordance with the Board of Directors'
recommendations. The Proxies cannot vote your shares
unless you sign and return this Card. A return envelope is
enclosed.
(Change of Address)
---------------------------------
---------------------------------
---------------------------------
---------------------------------
SIGNATURE(S): DATE:
------------------------------------ -------------------------
SIGNATURE(S): DATE:
------------------------------------ -------------------------
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
<PAGE>
B PROXY AMERICAN WASTE SERVICES, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting April 29, 1997
The undersigned hereby appoints Ronald E. Klingle, Darrell D. Wilson and
Jeffrey M. Grinstein, and each or any of them, attorneys and proxies with full
power of substitution, to represent the undersigned at the Annual Meeting of
Shareholders of American Waste Services, Inc. to be held at the Grand Pavilion,
located at One American Way, Warren, Ohio, on Tuesday, April 29, 1997, at 10:00
A.M., local time, and at any adjournment thereof, and to vote the number of
shares of Class B Common Stock that the undersigned would be entitled to vote if
personally present on all proposals coming before the meeting, which are more
fully described in the Notice of Annual Meeting and Proxy Statement, receipt of
which is hereby acknowledged, relating to such Annual Meeting, in the manner
specified and on any other business that may properly come before the meeting.
SEE REVERSE
(Continued and to be marked, dated and signed on other side) SIDE
<PAGE>
B [X] Please mark your
votes as in this
example
FOR WITHHELD
1. ELECTION OF [_] [_]
DIRECTORS BY
THE HOLDERS
OF CLASS B
COMMON STOCK
For except vote withheld from the following nominee(s):
- -------------------------------------------------------
The Board of Directors recommends a vote FOR the
election of the following nominees:
Nominees: Ronald E. Klingle
Darrell D. Wilson
Michael D. Barwick
Charles Boryensce
Timothy C. Coxson
Kenneth J. McMahon
Stephen G. Kilper
Mark B. Cawthorne
You are encouraged to specify your choice by marking the
appropriate box, but you need not mark any box if you
wish to vote in accordance with the Board of Directors'
recommendations. The Proxies cannot vote your shares
unless you sign and return this Card. A return envelope is
enclosed.
(Change of Address)
---------------------------------
---------------------------------
---------------------------------
---------------------------------
SIGNATURE(S): DATE:
------------------------------------ -------------------------
SIGNATURE(S): DATE:
------------------------------------ -------------------------
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
