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
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Paragraph 240.14a-11(c) or Paragraph
240.14a-12
Continental Waste Industries, Inc.
(Name of Registrant as Specified in Its Charter)
Michael J. Drury
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ } $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3) or Item 22(a)(2) of Schedule 14A.
[ ] 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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Set forth the amount on which the filing fee is calculated and state how it was
determined.
[X ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number or, the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
May 17, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management, I cordially invite you to
attend the Annual Meeting of Stockholders on June 25, 1996, at 10:00 a.m. at the
Radisson Hotel, 128 Frontage Road, Newark, New Jersey (next to Newark Airport).
The accompanying Notice of Annual Meeting and Proxy Statement describes the
proposals to be considered at the meeting.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend personally, please complete and mail the enclosed proxy form
in the return envelope.
Very truly yours,
Michael J. Drury
Senior Vice President
Chief Financial Officer
MJD:ec
Enclosures
<PAGE>
CONTINENTAL WASTE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
- --------------------------------------------------------------------------------
The Annual Meeting of Stockholders of Continental Waste Industries, Inc. (the
"Company") will be held on June 25, 1996, at 10:00 a.m., at the Radisson Hotel,
128 Frontage Road, Newark, NJ for the following purposes:
1. To elect five directors to the Board of Directors until the 1997
Annual Meeting of Stockholders and until their respective successors
are duly elected and qualified;
2. To ratify the selection of Arthur Andersen LLP as independent
accountants of the Company for the fiscal year ending December 31,
1996;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 10, 1996 will
be entitled to notice of and to vote at the meeting and any adjournments
thereof. A list of such stockholders will be open for examination by any
stockholder for any purpose germane to the meeting, during ordinary business
hours, for ten days prior to the meeting at the offices of the Company, 67
Walnut Ave., Suite 103, Clark, New Jersey 07066.
Whether or not you expect to attend the meeting, it is important that your
shares be represented, regardless of the number of shares you hold. Accordingly,
you are encouraged to sign, date and return the enclosed proxy card in the reply
envelope provided as soon as possible.
By Order of the Board of Directors,
Michael J. Drury
Senior Vice President and
Chief Financial Officer
May 17, 1996
-1-
<PAGE>
CONTINENTAL WASTE INDUSTRIES, INC.
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
This proxy statement, which is first being mailed to stockholders on or
about May 17, 1996, is furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of Continental Waste Industries, Inc. (the
"Company"), 67 Walnut Ave., Suite 103, Clark, New Jersey 07066, for use at the
Annual Meeting of Stockholders to be held at 10:00 a.m. on June 25, 1996, and
for all adjournments thereof (the "Annual Meeting"), at the Radisson Hotel, 128
Frontage Road, Newark, New Jersey.
On December 28, 1995, the Company effected a five-for-three stock split of
its outstanding shares of common stock. All share information contained in this
Proxy Statement has been restated for all periods to reflect this split.
Only stockholders of record at the close of business on May 10, 1996, the
record date for the Annual Meeting, will be entitled to notice of and to vote at
the Annual Meeting. As of the record date, 14,207,197 shares of the Company's
Common Stock, par value $.0006 per share (the "Shares") were outstanding and
entitled to vote at the Annual Meeting. Each of the Shares is entitled to one
vote.
Stockholders are encouraged to specify the way they wish to vote their
shares by marking the appropriate boxes on the enclosed proxy. Shares
represented by proxies that are properly executed and returned will be voted as
specified on the proxy. If no choice is specified, the shares will be voted FOR
Proposals 1 and 2 described in this Proxy Statement. A stockholder may revoke a
proxy at any time before it is actually voted by delivering written notice of
revocation to the Secretary of the Company, by submitting a properly executed
proxy bearing a later date, or by attending the meeting and voting in person.
The presence of a majority of the outstanding Shares, represented in person or
by proxy at the meeting, will constitute a quorum. The five nominees receiving a
majority vote will be elected as directors of the Company. Accordingly,
abstentions and broker non-votes will not affect the outcome of the election.
The affirmative vote of a majority of the Shares represented in person or by
proxy at the meeting and entitled to vote will be required to adopt proposal
number two. With respect to this proposal, an abstention will have the same
effect as a negative vote but, because Shares held by brokers will not be
considered entitled to vote on this proposal if they withhold authority, a
broker non-vote will have no effect on the vote.
The Board of Directors does not intend to present any matters for a vote at
the meeting except the proposals described in this Proxy Statement. The persons
named in the proxy will, however, have discretionary voting authority regarding
any other business that may properly come before the meeting.
The expense of preparing, printing and mailing this Proxy Statement and the
related proxy solicitation material will be paid by the Company. Proxies are
being solicited principally by mail; but proxies may also be solicited
personally, by telephone and similar means by directors, officers and regular
employees of the Company without additional compensation. The Company will
reimburse brokerage firms and others for their expenses in forwarding proxy
solicitation materials and a copy of the 1995 Annual Report to Stockholders to
the beneficial owners of Shares.
-2-
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the coming Annual Meeting, a board of five Directors will be elected to
hold office until the next annual meeting of stockholders and until their
respective successors shall be duly elected and qualified. All of the nominees
standing for reelection to the Board of Directors at the Annual Meeting have
agreed to serve if elected. As noted above, proxies will be voted, unless
authority is withheld, FOR the election as directors of the five nominees listed
below. If any nominee should become unavailable for election, proxies will be
voted, unless authority is withheld, for an alternate or alternates, if any,
designated by the Board. The Board has no reason to believe that any nominee
will become unavailable for election.
The name, age, and principal occupation of each nominee, the nominee's
length of service as a director of the Company, the names of the other public
companies of which the nominee is a director and certain other biographical
information for at least the last five years are set forth below. See "Security
Ownership of Certain Beneficial Owners and Management" for information regarding
the ownership of Shares by these individuals.
The Board of Directors recommends a vote FOR the election as directors of
all nominees in (Proposal No. 1)
Thomas A. Volini, 50
Chairman of the Board and Chief Operating Officer since May 1992. From
October 1990 until May 1992, he served as an officer and director of FLL, Inc.
(known as Forest Lawn Landfill), now a subsidiary of the Company. From 1987 to
1990, he was an officer and director of Metropolitan Waste Systems, Inc., a
solid waste management company. From 1985 to 1987, Mr. Volini served as
president of E & E Hauling, Inc. and American Environmental Construction
Company. From 1980 to 1985, he served as vice president of numerous subsidiaries
of Waste Management of North America with responsibilities ranging from
supervising engineering, permitting and regulatory compliance for company
facilities to legislative affairs in seven states. Prior to 1980, he operated
his own construction and real estate development firm. He has also held various
senior planning positions with two city departments and in the Administrative
Office of the Mayor of the City of Chicago. Mr. Volini received a bachelors
degree from the University of Notre Dame and a Juris Doctor from Loyola
University of Chicago.
Carlos E. Aguero, 43
President, Chief Executive Officer and a Director of the Company since its
founding in 1988. From 1983 to 1988, he was employed first as a manager and then
as a partner with Gralnick, Strauss, D'Angerio, Certified Public Accountants,
working exclusively in its waste industry services practice. From 1985 to 1990,
concurrent with other responsibilities, he served as comptroller for the
Pennsauken (New Jersey) Solid Waste Management Authority. From 1977 to 1981, and
for a short period in 1983, he worked for Coopers & Lybrand, leaving the company
as audit supervisor. Mr. Aguero received a bachelors degree in Accounting and
International Business from Upsala College and is a Certified Public Accountant.
Bret R. Maxwell, 37
Director of the Company since 1990. Mr. Maxwell has been employed since
1982 by, and is currently a managing director of, First Analysis Corporation.
First Analysis Corporation, the corporate parent of First Analysis Securities
Corporation, one of the Initial Purchasers, is an affiliate of The Productivity
Fund Limited Partnership, The Environmental Venture Fund Limited Partnership,
Apex Investment Fund, L.P., (referred to collectively as the "Venture
Investors"). Mr. Maxwell received a bachelors degree in Industrial Engineering
and a masters of management from Northwestern University.
-3-
<PAGE>
Donald H. Haider, 54
Director of the Company since November 1993. Mr. Haider is currently a
Professor of Public Management at the J.L. Kellogg Graduate School of Management
of Northwestern University where he has taught since 1973. He is the author of
numerous books and scholarly articles, a former Deputy Assistant Secretary of
the U.S. Treasury Department, a former budget director and chief financial
officer for the City of Chicago, and a former assistant to the director of the
U.S. Office of Management and Budget. Mr. Haider received a bachelors degree
from Stanford University and a masters degree and a Ph.D in Political Science
from Columbia University. He is also a member of the board of directors of
LaSalle National Bank, the Company's principal lender.
Richard J. Carlson, 52
Director of the Company since November 1993. Mr. Carlson has served as
president of Carlson Environmental, Inc., an environmental consulting and
engineering firm, since May 1988. From 1981 to 1988, he was director of the
Illinois Environmental Protection Agency. From 1977 to 1981, he served as
assistant to Illinois Governor James R. Thompson for energy, environmental and
other natural resource issues. From 1974 to 1977, he served as director of
research of the Council of State Governments. Mr. Carlson received a bachelors
and masters degree in communications and a Ph.D in Public Administration, all
from the University of Illinois.
Corporate Governance
The Company is a corporation created and chartered under the laws of
Delaware. It is governed by a Board of Directors and its Committees. As
permitted under Delaware law and the Certificate of Incorporation and By-laws of
the Company, the Board of Directors has established and delegated certain
authority and responsibility to two committees: the Audit Committee and the
Executive Compensation/Stock Option Committee. The Board annually reviews the
membership of and the authority and responsibility delegated to each Committee
during the meeting of Directors immediately following the Annual Meeting of
Stockholders.
The current members of the Audit Committee are Messrs. Maxwell, Haider and
Carlson. The current principal responsibilities of the Committee are to review
the Company's financial statements contained in filings with the Commission,
matters relating to the examination of the Company by its independent auditors,
accounting procedures and controls, and the use and security of the Company's
liquid assets, and to recommend the appointment of independent accountants to
the Board for its consideration and approval subject to ratification by the
stockholders. The Audit Committee held one meeting during the Company's fiscal
year ended December 31, 1995.
The current members of the Executive Compensation/Stock Option Committee
are Messrs. Maxwell, Haider and Carlson. The current principal responsibilities
of the Committee are to make recommendations with respect to executive officer
and senior management compensation and incentive compensation programs and,
subject to limitations, to administer the Company's stock option plans. The
Executive Compensation/Stock Option Committee held one meeting during the fiscal
year ended December 31, 1995.
During the fiscal year ended December 31, 1995, the Board of Directors held
five meetings. All nominees attended at least 75% of the aggregate number of
meetings of the Board of Directors and the Committees of which they were members
held during their tenure.
-4-
<PAGE>
The compensation of directors is fixed by the Board of Directors. Directors
who are not employees of the Company will receive an annual retainer fee of
$10,000, which may be taken either in stock options or in cash. Non-employee
directors will also receive $750 for attending each meeting of the Board of
Directors and for attending each committee meeting. Directors are reimbursed for
travel and other expenses incurred in the performance of their duties. Non
employee Directors are eligible for the Continental Waste Industries, Inc. 1995
Stock Option Plan For Outside Directors (the "Outside Directors Plan"). This
plan received stockholder approval on December 28, 1995 and each Non-employee
Director received an initial option grant to purchase 8,334 Shares at fair
market value. The Outside Directors Plan also provides for an option grant to
purchase 8,334 Shares at fair market value to each newly elected Non-employee
Director. Annually each Non-employee Director will receive an option grant for
the purchase of 8,334 shares at fair market value.
Cash Compensation Security Grants
-------------------------- -----------------------
Consulting Number of
Annual Fees/ Securities
Retainer Meeting Other Number of Underlying
Fees Fees Fees Shares Options/SAR's
($) ($) ($) (#) (#)
-------- ------- ----- --------- -------------
Year ended December 31, 1995:
Bret R. Maxwell - $3,750 - 0 8,334
Donald H. Haider - $5,250 - 0 8,334
Richard J. Carlson $10,000 $5,250 - 0 8,334
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Company's financial statements, including those for the fiscal year ended
December 31, 1995, are included in the Annual Report furnished to all
Stockholders. The year-end statements have been audited by the independent firm
of Arthur Andersen LLP which has served as the Company's independent auditor
since the fiscal year ended December 31, 1992. The total fees to Arthur Andersen
LLP in connection with the 1995 audit was approximately $165,000. The Board
believes that Arthur Andersen LLP is knowledgeable about the Company's
operations and accounting practices and is well qualified to act in the capacity
of independent auditor. Therefore, the Board has selected Arthur Andersen LLP to
examine the Company's financial statements for the fiscal year ended December
31, 1996. Although the selection of an auditor does not require a Stockholder
vote, the Board believes it is desirable to obtain the concurrence of the
Stockholders to this selection. Due to the difficulty and expense involved in
retaining another independent firm on short notice, the Board does not
contemplate appointing another firm to act as the Company's independent auditor
for fiscal year 1996 if the Stockholders do not concur in the appointment of
Arthur Andersen LLP. Instead, if the Stockholders do not concur in the
appointment of Arthur Andersen LLP for 1996, the Board will consider the vote as
advice in making their selection of an independent auditor for the following
year.
The Board of Directors recommends a vote FOR the ratification of Arthur Andersen
LLP as independent accountants of the Company for the indicated period (Proposal
No.2).
-5-
<PAGE>
EXECUTIVE OFFICERS OF REGISTRANT
Executive Officers of the Company are elected by the Board of Directors to
hold office until their successors have been chosen and qualified or until
earlier resignation or removal.
Set forth below are the names, positions and ages as of the date hereof of
the Company's current executive officers (Messrs. Volini, the Chief Operating
Officer and Chairman of the Board and Aguero, the President, Chief Executive
Officer and Director, have been previously described in "Proposal No. 1 Election
of Directors").
Michael J. Drury, 39
Senior Vice President and Chief Financial Officer of the Company since its
founding in 1988. From 1983 to 1988, Mr. Drury was employed with Gralnick,
Strauss, D'Angerio, including service within its waste industry services
practice. Mr. Drury received a bachelors degree in Accounting from Seton Hall
University.
Jeffrey E. Levine, 46
Senior Vice President, General Counsel and Secretary since January 1995.
From 1992 through December 1994, Mr. Levine was primary outside acquisitions
counsel to United Waste Systems, Inc., ("United") a public waste management
company, for which he had responsibility for negotiating, coordinating and
documenting most of United's mergers and acquisitions. During this three-year
period, he also had responsibilities for environmental law compliance related to
acquisitions, and for contracts and general corporate matters for United. From
1987 through January 1992, he served as U.S. general counsel to Financial
Resource International, Ltd. (Hong Kong), a merchant banking company, where he
directed all U.S.- based mergers and acquisitions, corporate finance, securities
and merchant banking matters. Mr. Levine received his bachelors degree from the
State University of New York at Albany and a Juris Doctor from Buffalo Law
School.
Allen R. Brodbeck, 45
Senior Vice President of Landfill Operations since December 1994. From May
1992 through 1994, Mr. Brodbeck was responsible for landfill construction and
operation for all of the Company's landfill sites. From 1984 until joining
Forest Lawn Landfill in 1990 as Site Manager, Mr. Brodbeck worked with
Metropolitan Waste Systems, Inc. and owned a construction company specializing
in earthmoving, hazardous waste site remediation, sanitary sewer, storm sewer
and water line installation. From 1976 to 1984, Mr. Brodbeck was employed by
Walsh Construction Company in a supervisory capacity during the construction of
a nuclear power plant.
-6-
<PAGE>
Executive Compensation
The following table sets forth information with respect to the compensation of
all of the most highly compensated executive officers of the Company for
services in all capacities to the Company for fiscal years 1995, 1994 and 1993.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Long-term
Compensation
Awards
----------------
Securities
Annual Underlying
Name and Current Compensation Options/Warrants
Principal Position Year Salary ($) (#)
- ------------------------------------- ------ ------------- ----------------
Thomas A. Volini, Chairman and Chief 1995 213,500 0
Operating Officer 1994 204,832 7,673
1993 213,054 267,522
Carlos E. Aguero, President, Chief
Executive Officer and Director 1995 200,000 0
1994 230,000 28,773
1993 168,231 0
Michael J. Drury, Senior Vice President 1995 127,500 0
and Chief Financial Officer 1994 127,000 20,834
1993 88,788 44,587
Allen R. Brodbeck, Senior Vice President 1995 103,977 0
of Landfill Operations 1994 101,922 8,334
1993 None (a) - (a)
Jeffrey E. Levine, Senior Vice President,
General Counsel and Secretary 1995 137,308 (b) 25,000(b)
1994 None (b) - (b)
1993 None (b) - (b)
(a) Became an officer of the Company in December, 1994.
(b) Joined the Company in January 1995.
Employment Agreements
The Company has entered into employment agreements with each of the named
executive officers. These agreements contain generally the same terms and
provide for a base salary and a bonus opportunity based on individual and
Company performance given solely at the discretion of the Board of Directors.
Employment under the employment agreements with executive officers of the
Company may be terminated by either the Company or the respective executive
officer at any time. In the event the executive officer voluntarily resigns or
is terminated for cause, compensation under the employment agreements will end.
In the event an agreement is terminated directly by the Company without cause,
the terminated employee will receive severance compensation equal to the
respective employee's base salary until the end of his employment contract. The
employment agreements of Messrs. Volini, Aguero and Drury expire in September,
1998, Mr. Levine's expires in January, 1998 and Mr. Brodbeck's expires in April
1999.
-7-
<PAGE>
Option Grants
The following table shows all grants in 1995 of stock options/warrants to the
executive officers named in the Summary Compensation Table. No stock
appreciation rights were granted in 1995.
OPTION/WARRANT GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed Annual
Rates of
Number of Percent of Total Stock Price
Securities Options/Warrants Appreciation for
Underlying Granted to Exercise or Option Term
Options/Warrants Employees Base Price Expiration -----------------
Name Granted in 1995 ($/share)(a) Date
- ----------------- --------------- --------------- ------------ ----------- 5% 10%
<S> <C> <C> <C> <C> <C>
Jeffrey E. Levine 25,000 100% $5.70 1/4/00 $39,370 $86,998
</TABLE>
(a) Represents the fair market value of a share of Common Stock on the
effective date of grant.
Option/Warrant Exercises and Fiscal Year-End Values
The following table provides information as to the unexercised options/warrants
to purchase the Company's Common Stock granted in 1995 and prior years to the
named executive officers and the value of options/warrants held by them at
year-end.
FISCAL YEAR-END OPTION/WARRANT VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Options/Warrants at Options/Warrants at
Acquired Value Fiscal Year-End Fiscal Year-End (a)
on Exercise Realized --------------------- -----------------------
Name (#) ($)
- ----------------- ------------ --------
<S> <C> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
Thomas A. Volini 0 0 272,957 2,238 $2,528,947 $ 20,735
Carlos E. Aguero 0 0 20,381 8,392 $ 188,829 $ 77,753
Michael J. Drury 13,503 133,683 52,385 8,449 $ 498,494 $ 57,598
Allen R. Brodbeck 0 0 12,667 4,584 $ 117,058 $ 29,533
Jeffrey E. Levine 0 0 6,250 18,750 $ 37,031 $111,094
</TABLE>
(a) Based on the fair market value of the Company's Common Stock on that date
($11.625).
-8-
<PAGE>
COMPLIANCE WITH THE EXCHANGE ACT
The Company's executive officers and directors are required under the
Exchange Act to file reports of ownership of Common Stock of the Company with
the Securities and Exchange Commission and the NASDAQ National Market System.
Copies of those reports must also be furnished to the Company. Based solely as a
review of the copies of reports furnished to the Company and written
representations that no other reports were required, the Company believes that
during the preceding year all filing requirements applicable to executive
officers and directors have been complied with.
Executive Compensation/Stock Option Committee Report on Executive Compensation
Components of Executive Compensation.
The three components of executive compensation are:
(1) base salary, (2) annual incentive (bonus) awards and (3) equity
participation.
Base Salary.
Base salary is determined based on competitive factors and individual and
Company performance.
Annual Incentive (Bonus) Awards.
Incentive awards are given solely at the discretion of the Board of Directors
based on individual and Company performance.
Equity Participation.
Equity participation is in the form of annual stock option grants with
exercise prices equal to fair market value of a share of Common Stock at the
effective date of grant. The amount of stock options granted is based upon level
of responsibility, time in current position, tenure with the Company, history of
past participation and individual performance. An employee stock option plan was
adopted in June 1995 though no options were granted during the year ended
December 31, 1995.
Chief Executive Officer Compensation
Mr. Aguero played a significant role in the development and implementation of
the Company's strategic plan. In determining Mr. Aguero's base salary and annual
bonus, the Board of Directors considered the Company's overall performance and
Mr. Aguero's individual performance. The Board of Directors also considered the
compensation received by chief executive officers of other waste companies of
similar size.
Mr. Aguero's base salary as of December 31, 1995 was $200,000.
Conclusion:
The Board of Directors believes the executive compensation policies and programs
serve the interest of the stockholders and the Company. The Board of Directors
also believes the base salary amounts, bonus awards and equity participation
grants to executive officers have been linked to and are commensurate with
Company performance and individual efforts in achieving the strategic goals of
the Company.
-9-
<PAGE>
Stockholder Return Peformance Presentation
Set forth below is a line graph comparing the total returns (assuming
reinvestment of dividends) of teh Company's Shares, the Standard & Poors 500
Index and the Standard and Poors Pollution Control Index. The graph assumes $100
invested on January 14, 1994 in the Company's Shares and each of the indices.
Comparison of Two Year-Cumulative Total Returns
Performance Graph for
Continental Waste Industries, Inc.
GRAPH
Legend
Index Description 14-Jan-94 Dec-94 Dec-95
Continental Waste Industries, Inc. 100 123.46 242.24
Standard & Poors 500 Index 100 99.37 136.71
Standard & Poors Pollution Control Index 100 99.32 106.47
-10-
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of Shares, including Shares which may be purchased within 60 days of
April 3, 1996 upon the exercise of outstanding stock options by beneficial
owners of more than 5%.
Percentage of
Name and Address of Number of Common
Beneficial Owner Shares Owned Stock Outstanding
- -------------------------------- --------------- ----------------------
Bret R. Maxwell
C/O Venture Investors
First Analysis Corporation
The Sears Tower
Suite 9600
233 S. Wacker Drive
Chicago, IL 60606 1,433,706 (a) 10.1%
Thomas A. Volini
67 Walnut Ave., Suite 103
Clark, NJ 07066 1,208,890 (b) 8.3%
Carlos E. Aguero
67 Walnut Ave., Suite 103
Clark, NJ 07066 1,299,251 (c) 9.1%
The Capital Group Companies, Inc.,
Capital Research and Management
Company
and SMALLCAP World Fund, Inc.
C/O The Capital Group Companies,
Inc.
333 South Hope Street 833,330 5.9%
Los Angeles, CA 90071
(a) Includes currently exercisable options for the purchase of 25,001 Shares.
(b) Includes currently exercisable options and warrants to purchase 267,522 and
17,870 Shares, respectively.
(c) Includes currently exercisable warrants to purchase 67,008 Shares.
-11-
<PAGE>
The following table sets forth for each nominee for Director, and each of the
persons named in the executive compensation table, his name and the number of
shares and percentage of Shares of the Company which he reported were
beneficially owned by (or due to) him as of April 3, 1996, including the number
of Shares he has the right to purchase during the 60 days thereafter (through
June 1, 1996) upon the exercise of existing stock options and warrants.
Common Stock
Beneficially Percentage of
Owned Directly Common Stock
or Indirectly Outstanding
-------------- -------------
Thomas A. Volini 1,208,890 (a) 8.1%
Carlos E. Aguero 1,299,251 (b) 9.1%
Bret R. Maxwell, C/O Venture Investors 1,408,705 (c) 10.1%
Bret R. Maxwell 25,001 (d) *
Donald H. Haider 25,001 (d) *
Richard J. Carlson 25,001 (d) *
Michael J. Drury 133,382 (e) *
Jeffrey E. Levine 15,278 (f) *
Allen R. Brodbeck 19,652 (g) *
Directors and executive
officers as a group (8 persons) 4,160,161 (h) 28.3%
(a) Includes currently exercisable options and warrants to purchase 267,522 and
17,870 Shares, respectively.
(b) Includes currently exercisable warrants to purchase 67,008 Shares.
(c) Includes the Shares owned by the Venture Investors.
(d) Includes currently exercisable options for the purchase of 25,001 Shares.
(e) Includes currently exercisable options for the purchase of 58,519 Shares.
(f) Includes currently exercisable options for the purchase of 15,278 Shares.
(g) Includes currently exercisable options for the purchase of 15,306 Shares.
(h) Includes currently exercisable options and warrants to purchase 431,628 and
84,878 Shares, respectively.
-12-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Until April 1995, the Company leased its collection and hauling business
property located in Union City, Tennessee. This property was leased on a
month-to-month basis at $3,100 per month from Obion Realty, Inc., a corporation
owned 53.5% by Mr. Aguero and 5.5% by Mr. Drury. The Company subsequently
purchased this property for $450,000 in April 1995.
In December 1993, Mr. Aguero loaned $100,000 to the Company. This debt was
evidenced by a promissory note bearing interest at the rate of 7% per annum and
was due on demand. During 1994, the Company paid off $25,000 of this
indebtedness and Mr. Aguero and the Company agreed to convert the remaining
amounts into warrants exercisable for five years to purchase 44,327 Shares at
$2.36 per share. These warrants were issued pursuant to exemptions from
registration under the federal securities laws. At the time these warrants were
issued, the most recent private sale of Shares had occurred at $4.05 per share.
On June 30, 1994 and September 2, 1994, Mr. Aguero and Mr. Volini pledged
all of their Shares as collateral for term notes aggregating $2.0 million and
$2.8 million and owed by the Company to LNB. These notes were retired with
proceeds drawn from the Credit Facility and the shares were released from the
pledge on March 28, 1995.
Environmental Venture Fund Limited Partnership, Apex Investment Fund, L.P.,
The Productivity Fund Limited Partnership, Mr. Aguero, Mr. Volini (collectively
with the Venture Investors referred to as the "Agreeing Stockholders"), the
Company and Mr. Maxwell entered into an agreement (the "Stockholders'
Agreement") dated as of May 10, 1994. The Stockholders' Agreement contains a
voting agreement under which the parties thereto have agreed to take all actions
necessary to maintain Messrs. Aguero, Volini, Carlson, Haider and the designee
of the Venture Investors (currently Mr. Maxwell) as members of the Company's
board of directors. The Stockholders' Agreement grants the Agreeing Stockholders
rights of first refusal to Shares offered by other Agreeing Stockholders, under
certain circumstances. In addition, upon the death of either Messrs. Aguero or
Volini, the Company is granted the right to purchase the Shares held by the
decedent party's estate or legal representative, at a price equal to the average
closing price as quoted on the Nasdaq National Market for the 15 trading days
ending one week prior to the date of repurchase (the "Repurchase Price").
Further, upon the death of either Messrs. Aguero or Volini, the decedent party's
estate or legal representative has the right to cause the Company to purchase
the decedent party's Shares at a price equal to the quotient obtained by
dividing proceeds of any life insurance policy on the decedent by the Repurchase
Price. The Company is the beneficiary of certain key man insurance on the life
of Mr. Aguero, the proceeds of which would be used to fund any repurchase
obligations with respect to Shares owned by Mr. Aguero. Finally, the
Stockholders' Agreement grants the Venture Investors an unlimited number of
demand registration rights covering all of the Shares owned by the Venture
Investors.
Mr. Maxwell is a managing director of First Analysis Corporation, an
affiliate of the Venture Investors and the parent of First Analysis Securities
Corporation. The Venture Investors invested $2.4 million in preferred shares in
a predecessor to the Company. These preferred shares were exchanged for
preferred shares of another predecessor to the Company, which were, in turn,
exchanged for 118,950 of the Company's Series B preferred shares in September
1993. The Company redeemed all outstanding shares of Series B preferred shares,
including payment for all accrued but unpaid dividends, for approximately $3.1
million in November 1994. The Venture Investors had previously agreed to the
suspension of dividends on Series A and Series B preferred shares in April 1993.
All issuances of securities set forth in this paragraph were made pursuant to
transactions exempt from registration under the federal securities laws.
In November 1994, the Venture Investors converted the 425,200 Series A
preferred shares held by them on a 1-for-1 basis into Shares, plus warrants to
purchase 42,656 Shares. Each warrant has a $5.70 per share exercise price and
expires on November 4, 1999.
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<PAGE>
The Company has purchased materials totaling approximately $1.8 million in
1995 and $391,000 in 1994 from Mid-America Lining Co. Mr. Brodbeck owns 25% of
the outstanding equity.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
Any holder of Common Stock who wishes to present a proposal for inclusion in the
Company's proxy statement for the next annual meeting of shareholders must
comply with the rules and regulations of the Securities Exchange Commission then
in effect. Such proposal must be received by the General Counsel of the Company
at 67 Walnut Avenue, Suite 103, Clark, New Jersey 07066 no later than December
31, 1996 in order to be considered for inclusion in the Company's proxy
statement for the annual meeting held for 1997.
OTHER MATTERS
As of the date of this Proxy Statement, no other business other than that
discussed above is to be acted upon at the annual meeting. If other matters not
known to the Board of Directors should, however, properly come before the annual
meeting, the persons appointed by the signed proxy intend to vote it in
accordance with their best judgment.
By the order of the Board of Directors
Thomas A. Volini
Chairman of the Board and
Chief Operating Officer
ANNUAL REPORT OF FORM 10-KSB
A copy of the Company's annual report on Form 10-KSB for 1995, as filed with the
Securities and Exchange Commission, will be provided to stockholders without
charge upon receipt of a written request to: Investor Relations, Continental
Waste Industries, Inc., 67 Walnut Avenue, Suite 103, Clark, New Jersey 07066.
May 17, 1996
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<PAGE>
PROXY CARD
CONTINENTAL WASTE INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS JUNE 25, 1996
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a holder of shares of common stock, par value $0.0006 per
share, of Continental Waste Industries, Inc. (the "Company") acting with respect
to all shares of stock held of record by the undersigned as of the close of
business on May 10, 1996 to which the undersigned is entitled to vote, hereby
constitutes and appoints Michael J. Drury and Jeffrey E. Levine, and each of
them, as such holder's true and lawful agents and proxies with full power of
substitution in each, to represent the undersigned at the 1996 Annual Meeting of
Stockholders of the Company, and at any adjournments or postponements thereof,
to vote such stock on all matters coming before the meeting as set forth below.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this Proxy will be for
proposals 1 and 2. Please mark this Proxy Card, fill in the date and sign on the
reverse side and return promptly in the accompanying envelope.
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<PAGE>
CONTINENTAL WASTE INDUSTRIES, INC.
PROXY CARD
PROPOSAL NO. 1.
The Board of Directors recommends a vote FOR the election as directors the
following:
Nominees:
Thomas A. Volini
Carlos E. Aguero
Bret R. Maxwell
Donald H. Haider
Richard J. Carlson
For all nominees listed above ____
Withhold authority for all nominess listed above ____
_______________________________________________________
To withhold authority to vote for an individual nominee, write the nominee's
name on the space provided above.
PROPOSAL NO. 2.
The Board of Directors recommends a vote FOR the ratification of Arthur Andersen
LLP as independent accountants of the Company for 1996.
For ____ Against ____ Abstain ____
- -------------------------- -------------------------/---------------------
Date Signature Title
-------------------------/---------------------
Signature if held jointly Title
NOTE: Please sign exactly as name appears at left. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
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