<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- -------------
Commission File Number 0-20854
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
ALLWASTE EMPLOYEE RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PHILIP SERVICES CORP.
100 King Street West
Hamilton, Ontario
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<PAGE> 2
ALLWASTE EMPLOYEE RETIREMENT PLAN
FINANCIAL STATEMENTS
In accordance with Item 4 of the required information for Form 11-K, the
following statements of financial condition for the Allwaste Employee Retirement
Plan have been prepared in accordance with the financial reporting requirements
of the Employee Retirement Income Security Act of 1974, as amended, and the
regulations promulgated thereunder.
1
<PAGE> 3
ALLWASTE EMPLOYEE RETIREMENT PLAN
INDEX TO THE FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits as of December 31, 1997
and 1996
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1997 and 1996
Notes to Financial Statements December 31, 1997 and 1996
Exhibit I - Statements of Net Assets Available for Benefits by Investment
Fund as of December 31, 1997 and 1996
Exhibit II - Statements of Changes in Net Assets Available for Benefits by
Investment Fund for the Years Ended December 31, 1997 and 1996
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as
of December 31, 1997
Schedule II - Item 27b - Schedule of Loans or Fixed Income Obligations as of
December 31, 1997
Schedule III - Item 27d - Schedule of Reportable Transactions for the Year
Ended December 31, 1997
Schedule IV - Item 27e - Schedule of Non-Exempt Transactions for the Year
Ended December 31, 1997
Exhibit 23.1 - Consent of Independent Public Accountants
2
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Committee of the Allwaste Employee Retirement Plan:
We have audited the accompanying statements of net assets available for
benefits of the Allwaste Employee Retirement Plan (the "Plan") as of December
31, 1997 and 1996, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements and the
schedules referred to below are the responsibility of the Plan Committee. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan Committee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1997, loans or fixed income
obligations as of December 31, 1997, reportable transactions for the year ended
December 31, 1997 and non-exempt transactions for the year ended December 31,
1997 are presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1998
3
<PAGE> 5
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Investments, at fair value:
Allwaste, Inc. common stock $ -- $ 3,250,321
Philip Services Corp. common stock 4,664,457 --
Nations Prime Fund Trust A Shares 291,816 196,592
Fidelity Advisor Growth Opportunities Fund 4,644,052 2,634,068
Fidelity Advisor Strategic Opportunities Fund 1,649,727 1,073,940
Nations Balanced Assets Fund 1,014,490 678,693
Nations Strategic Fixed Income Fund 780,355 631,680
NationsBank Stable Capital Fund 3,490,624 2,995,020
Nations Treasury Fund 57,683 45,791
T. Rowe Price Prime Reserve Fund 348,226 --
Participant Loans Receivable 1,139,773 716,951
----------- -----------
Total investments 18,081,203 12,223,056
Contributions receivable:
Participants 350,944 561,500
Company 68,650 133,378
Cash -- 10,622
----------- -----------
Net assets available for benefits $18,500,797 $12,928,556
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 906,544 $ 304,058
Net appreciation of fair value in investments 3,494,061 410,589
Contributions:
Participants 3,284,777 3,115,017
Company 683,068 717,693
Rollovers 420,077 181,724
Total additions 8,788,527 4,729,081
Deductions from net assets attributed to:
Distributions (3,183,801) (1,692,516)
Administrative expenses (32,485) (29,956)
Total deductions (3,216,286) (1,722,472)
------------ ------------
Increase in net assets available for benefits 5,572,241 3,006,609
Net assets available for benefits at beginning of year 12,928,556 9,921,947
------------ ------------
Net assets available for benefits at end of year $ 18,500,797 $ 12,928,556
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 7
ALLWASTE EMPLOYEE RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-
Basis of Accounting -
The financial statements of the Allwaste Employee Retirement Plan (the "Plan")
are prepared on the accrual method of accounting. The preparation of financial
statements in conformity with generally accepted accounting principles requires
the Plan's management to use estimates and assumptions that affect the
accompanying financial statements and disclosures. Actual results could differ
from these estimates.
Investment Valuation and Income Recognition -
The investments of the Plan are stated at fair value in the accompanying
statements of net assets available for benefits. Investments in mutual funds,
equity funds, and common/collective funds are valued at quoted market prices
which represent the net asset value of shares held by the Plan for the period
presented. Guaranteed investment contracts held in the common/collective funds
are fully benefit responsive (i.e., provide for all participant-initiated
transactions permitted by an ongoing plan, at contract value, with no
conditions, limits or restrictions) and are recorded at contract value which
approximates fair value. The Philip Services Corp. ("Philip") and Allwaste, Inc.
common stock is valued at its quoted market price. Investments in money market
funds are valued at $1 per share. Purchases and sales of investments are
recorded on the trade-date basis. Interest and dividend income are recorded on
the accrual basis. The net appreciation of investments recognized in the
accompanying statements of changes in net assets available for benefits includes
realized and unrealized gains and losses on investments.
Distributions -
Distributions are recorded when paid.
(2) DESCRIPTION OF THE PLAN -
The following description of the Plan provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
Organization and Administration -
The Allwaste Retirement Savings Plan (the "Original Plan") was established
effective October 1, 1990, for the benefit of all eligible personnel of
Allwaste, Inc., and certain subsidiaries (collectively, "Allwaste") that had
adopted its terms and provisions. Effective July 1, 1995, Allwaste adopted the
NationsBank Defined Contribution Master Plan and Trust as an amendment and
restatement of the Original Plan, which was renamed the "Allwaste Employee
Retirement Plan." Effective August 1, 1997, Allwaste merged (the "Merger") with
Philip (collectively the "Companies"), and effective January 2, 1998, the Plan
merged with the Philip Services Corp. 401(k) Plan (the "Philip Plan"). All
references to the Companies will reflect Allwaste as the sponsor prior to the
Merger and Philip as the sponsor subsequent to the Merger.
6
<PAGE> 8
Employees who are at least 21 years of age and have one or more years of service
as defined under the Plan (except for nonresident aliens who do not receive any
earned income constituting source income, independent contractors, contract
laborers, consultants, leased employees and employees subject to collective
bargaining agreements that do not provide for participation in the Plan) are
eligible to participate in the Plan.
The Plan has established a trust for the purpose of receiving and investing
contributions and paying benefits under the Plan. Effective July 1, 1995,
Allwaste established NationsBank of Georgia, N.A. (the "Trustee") as the trustee
of the Plan. During 1997, the Trustee discontinued its business of providing
trustee related services to sponsors of defined contribution plans. Philip named
T. Rowe Price ("Successor Trustee") as the successor trustee and custodian
effective December 31, 1997. The Successor Trustee accepted certain assets and
performed certain trustee duties prior to December 31, 1997 to facilitate the
transition from the Trustee.
Subsequent to the Merger, Philip retained responsibility for administration of
the Plan and has appointed a committee composed of three members of management
of Philip (the "Plan Committee") to assist in Plan administration. Neither the
Companies nor the Plan Committee receive any compensation from the Plan for
their services in administering the Plan. Significantly all expenses of the
Plan's administration, including those of the Trustee, are paid by the
Companies, but to the extent not paid by the Companies such expenses will be
paid from the Plan assets. During 1997 and 1996, $32,485 and $29,956
respectively were paid from the Plan for administrative expenses related to
participant directed transactions.
Contributions -
A participant may contribute from 0.5 percent to 15 percent of eligible
compensation for each Plan year, subject to Internal Revenue Code of 1986, as
amended (the "Code"), limitations. The Companies match 50 percent of the
participant's contributions from 0.5 percent to 3 percent of eligible
compensation. Participants may change their contribution rates effective the
first day of each calendar quarter, provided the participant gives written
notice of such changes.
7
<PAGE> 9
ERISA -
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
covers most employee benefit plans and provides certain minimum standards
relating to, among other things, participation, vesting of benefits, funding,
fiduciary responsibility and reporting to participants in such plans. The Plan
is subject to the provisions of ERISA.
Investment Programs -
Under the Plan, participants may elect to have their contributions invested in
any of the five participant directed investment funds and the Allwaste, Inc.
Stock Fund, as follows:
a. Fidelity Advisor Growth Opportunities Fund - a Fidelity Investments
mutual fund which invests in a broadly diversified selection of
stocks.
b. Fidelity Advisor Strategic Opportunities Fund - a Fidelity Investments
mutual fund which invests in a diversified selection of value-oriented
stocks and other securities.
c. Nations Balanced Assets Fund - a NationsBank "Nations Fund" mutual
fund which invests in a combination of common stock, fixed income
securities and money market instruments.
d. Nations Strategic Fixed Income Fund - a NationsBank "Nations Fund"
mutual fund which invests primarily in a mix of corporate, government
and mortgage-backed securities.
8
<PAGE> 10
\ e. NationsBank Stable Capital Fund - a NationsBank common\collective
trust fund which invests in short-term securities, including
guaranteed investment contracts, commercial paper, bank obligations,
corporate paper and money market instruments.
f. Philip Services Corp. Stock Fund (formerly Allwaste, Inc. Stock Fund)-
invested in Philip common stock (formerly Allwaste common stock) and
cash temporarily help pending investment in the stock. Cash is held in
the Nations Prime Fund Trust A Shares (a money market fund). Effective
August 1, 1997, each share of Allwaste's common stock held in the
Allwaste, Inc. Stock Fund was exchanged for 0.611 shares of Philip's
common stock and the fund was renamed the Philip Services Corp. Stock
Fund.
A participant may change his investment elections regarding existing balances,
future contributions or both. Such changes must be made in one percent
increments. The Companies' matching contributions are invested in the
participant's elected funds in the same proportion as the participant's
contributions.
Forfeitures are invested in the Nations Treasury Fund, a NationsBank liquid
asset fund with the underlying investment at December 31, 1997 and 1996 in U.S.
Treasury obligations, collateralized repurchase agreements, and money market
funds.
For the period from December 15, 1997 through December 31, 1997, (the
"Transition Period"), the assets held by the Trustee were frozen to participant
contributions and all other participant directed activity. Contributions
received during the Transition Period, were held in trust by the Successor
Trustee and invested in a non-participant directed investment fund, as follows:
Prime Reserve Fund - a T. Rowe Price liquid asset fund which invests in
high-quality, U.S. dollar denominated money market securities.
The Plan's statements of net assets available for benefits as of December 31,
1997 and 1996 and the related statements of changes in net assets available for
benefits for the years then ended are presented by fund on Exhibits I and II,
respectively.
Allocations to Participants' Accounts -
Participant contributions and the Companies matching contributions are recorded
to each participant's account when received. Interest income, dividend income
and any investment gains or losses are allocated to participant's accounts daily
for each investment program.
9
<PAGE> 11
Vesting -
Participants are fully vested in their contributions. The Companies' matching
contributions vest according to the following schedule:
<TABLE>
<CAPTION>
Years of Service Vesting Percentage
---------------- ------------------
<S> <C>
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
A year of vesting service credit is earned for each twelve-month period that a
participant is employed by the Companies beginning with his date of employment;
provided that if a participant is employed for less than a full twelve-month
period, he may still earn a year of vesting service credit if he has completed
1,000 hours of service during the twelve-month period since the most recent
anniversary date of employment.
Under the Plan, non-vested amounts are forfeited at the earlier of the
distribution date or the last day of the Plan year under the Plan. For the years
ended December 31, 1997 and 1996, forfeited accounts totaled $11,892 and
$45,791, respectively. These accounts are used to reduce future Company
contributions. No forfeitures were used to reduce Company contributions in 1996.
In 1997 $53,974 was applied to 1997 contributions.
Participant Loans receivable -
Under the Plan, participants are permitted to borrow up to 50 percent of their
vested account balances. A participant may only have one outstanding loan from
the Plan at any one time and may borrow up to an aggregate of $50,000 from his
vested Plan account balance. Participant loans are made at commercially
reasonable rates in accordance with the loan policy adopted pursuant to the Plan
, subject to applicable provisions of the Code. In 1997 and 1996, loans were
made in the amount of $1,078,413 and $972,594 respectively. At December 31,
1997, $70,535 of outstanding loan balances were in default as defined in the
plan and are identified in Schedule II; no loans were in default at December 31,
1996.
Distributions of Benefits -
Effective January 1, 1996, the Plan was amended to permit benefit payment
elections prior to separation from service if the Participant has incurred a
disability.
Benefits are payable to participants or to their designated beneficiaries, as
applicable, only at the time of their retirement, disability, death or
termination of employment. In limited circumstances, account withdrawals may be
made for financial hardship in accordance with the guidelines for such
withdrawals under the Code.
Funds other than the Philip Services Corp. Stock Fund are distributed in cash
only, based on the account balances as of the last day of the quarter in which a
distributable event occurs. For the Philip Services Corp. Stock Fund, the
participant determines whether the distribution will be made in shares of Philip
Services Corp. common stock (with fractional shares and uninvested amounts in
cash) or in cash. The market value of Philip's common stock is used to determine
the amount of the cash distribution.
10
<PAGE> 12
(3) RELATED-PARTY TRANSACTIONS -
Philip Services Corp. common stock, certain investments sponsored by
NationsBank, and certain investments sponsored by T. Rowe Price are included in
the Plan assets. Philip is the Plan Sponsor and NationsBank and T. Rowe Price
serve in a custodial capacity under the Plan. Therefore, these transactions with
the forementioned parties qualified as party-in-interest transactions. Since all
transactions involving these parties were transacted at fair market value, they
were permitted under the provisions of the Plan and were exempt from prohibition
of party-in-interest transactions under ERISA.
(4) FEDERAL INCOME TAXES -
The Plan obtained its latest determination letter on August 14, 1996, in which
the Internal Revenue Service stated that the Plan as then designed, was in
compliance with the applicable requirements of the Code. Therefore, the Plan
Committee believes that the Plan was qualified and the related trust was
tax-exempt as of December 31, 1997 and 1996.
(5) RECONCILIATION TO FORM 5500 -
The Plan reports distributions to participants on a cash basis of accounting in
the financial statements as required by generally accepted accounting
principles. Net assets available for benefits include amounts payable to
participants of $0 and $109,591 as of December 31, 1997 and 1996,
respectively.
11
<PAGE> 13
The following table reconciles net assets available for benefits per the
financial statements to the Form 5500 as of December 31:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial statements $ 18,500,797 $ 12,928,556
Less - Amounts payable to participants -- (109,591)
------------ ------------
Net assets available for benefits per the Form 5500 $ 18,500,797 $ 12,818,965
============ ============
</TABLE>
The following table reconciles distributions per the financial statements to the
Form 5500 for the years ended December 31:
<TABLE>
<CAPTION>
1997 1996
---------- -----------
<S> <C> <C>
Distributions per the financial statements $3,183,801 $ 1,692,516
Add - Amounts payable to participants at December 31, 1997
and 1996 -- 109,591
Less - Amounts payable to participants at December 31, 1996
and 1995 (109,591) (178,095)
---------- -----------
Distributions per the Form 5500 $3,074,210 $ 1,624,012
========== ===========
</TABLE>
Amounts payable to participants are recorded on the Form 5500 for benefit claims
that have been processed and approved for payment prior to December 31, but not
yet paid as of that date.
(6) NON-EXEMPT TRANSACTIONS -
For the year ended December 31, 1997, certain contributions were not remitted to
the Plan trust by the Companies within the time period established by the
Department of Labor. As such, these transactions represent non-exempt
transactions between the Companies and the Plan as identified in Schedule III.
The Plan Committee does not believe any required corrective actions will
materially affect the Plan.
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<PAGE> 14
(7) SUBSEQUENT EVENT -
Effective January 2, 1998, all Plan assets held by NationsBank were liquidated
and transferred to the Philip Plan. NationsBank funds and Fidelity funds were
mapped to comparable T. Rowe Price funds as follows:
Fidelity Advisor Growth Opportunities Fund was mapped to T. Rowe Price
Spectrum Growth Fund - T. Rowe Price "Spectrum" fund, which invests
primarily in domestic stock funds and also in a foreign stock fund.
Fidelity Advisor Strategic Opportunities Fund was mapped to T. Rowe
Price Capital Appreciation Fund - invests in common stocks and
other securities believed by T. Rowe Price to be undervalued in
relation to various measures, such as assets or earnings, and also to
invest in fixed income securities.
Nations Balanced Asset Fund was mapped to T. Rowe Price Balanced Fund -
invests in a diversified portfolio consisting of approximately
60% in common stocks and the balance in fixed income securities and
cash reserves.
Nations Strategic Fixed Income Fund was mapped to T. Rowe Price New
Income Fund - invests at least 80% of assets in income- producing
investment-grade debt securities.
NationsBank Stable Capital Fund was mapped to T. Rowe Price Prime
Reserve Fund
The Philips Services Corp. Stock Fund at Nations Bank was mapped to Philips
Services Corp. Stock Fund at T.Rowe Price. Participant and Companies
contributions and loan payments from certain fourth quarter payrolls and from
the Transition Period and January 1998 were invested in the T. Rowe Price Prime
Reserve Fund. In February 1998, these funds were allocated to the participants'
new investment elections in the Philip Plan, which included the T. Rowe Price
funds described above and Philip Services Corp. common stock, as well as five
additional T. Rowe Price funds.
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<PAGE> 15
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Allwaste Employee Retirement Plan Committee, which administers the Allwaste
Employee Retirement Plan, has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized in the City of Houston and the
State of Texas, on the 29th day of June, 1998.
ALLWASTE EMPLOYEE RETIREMENT
PLAN COMMITTEE
/s/ Michael W. Ramirez
- ---------------------------
Michael W. Ramirez
/s/ Evelyn Pottenger
- ---------------------------
Evelyn Pottenger
/s/ James E. Rief
- ---------------------------
James E. Rief
<PAGE> 16
EXHIBIT I
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed Funds
---------------------------------------------------------------------------------
Philip Fidelity Fidelity
Services Advisor Advisor Nations Nations NationsBank
Corp. Growth Strategic Balanced Strategic Stable
Stock Opportunities Opportunities Assets Fixed Income Capital
Fund Fund Fund Fund Fund Fund
----------- ------------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Philip Services Corp. common stock $4,664,457 -- -- -- -- --
Nations Prime Fund Trust A Shares 291,816 -- -- -- -- --
Fidelity Advisor Growth Opportunities Fund -- 4,644,052 -- -- -- --
Fidelity Advisor Strategic Opportunities Fund -- -- 1,649,727 -- -- --
Nations Balanced Assets Fund -- -- -- 1,014,490 -- --
Nations Strategic Fixed Income Fund -- -- -- -- 780,355 --
NationsBank Stable Capital Fund -- -- -- -- -- 3,490,624
Nations Treasury Fund -- -- -- -- -- --
T. Rowe Price Prime Reserve Fund -- -- -- -- -- --
Participant Loans Receivable -- -- -- -- -- --
---------- ---------- ---------- ---------- -------- ----------
Total investments 4,956,273 4,644,052 1,649,727 1,014,490 780,355 3,490,624
Contributions receivable:
Participants -- -- -- -- -- --
Company -- -- -- -- -- --
Interfund receivable (payable) -- -- -- -- -- --
---------- ---------- ---------- ---------- -------- ----------
Net assets available for benefits $4,956,273 $4,644,052 $1,649,727 $1,014,490 $780,355 $3,490,624
========== ========== ========== ========== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed Funds
-------------------------------------------
T. Rowe Price
Participant Treasury Prime Reserve
Loans Fund Fund Total
----------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Investments, at fair value:
Philip Services Corp. common stock -- -- -- $ 4,664,457
Nations Prime Fund Trust A Shares -- -- -- 291,816
Fidelity Advisor Growth Opportunities Fund -- -- -- 4,644,052
Fidelity Advisor Strategic Opportunities Fund -- -- -- 1,649,727
Nations Balanced Assets Fund -- -- -- 1,014,490
Nations Strategic Fixed Income Fund -- -- -- 780,355
NationsBank Stable Capital Fund -- -- -- 3,490,624
Nations Treasury Fund -- 57,683 -- 57,683
T. Rowe Price Prime Reserve Fund -- -- 348,226 348,226
Participant Loans Receivable 1,139,773 -- -- 1,139,773
---------- -------- -------- -----------
Total investments 1,139,773 57,683 348,226 18,081,203
Contributions receivable:
Participants -- -- 350,944 350,944
Company -- -- 68,650 68,650
Interfund receivable (payable) -- (57,683) 57,683 --
---------- -------- -------- -----------
Net assets available for benefits $1,139,773 0 $825,503 $18,500,797
========== ======== ======== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
<PAGE> 17
EXHIBIT I
continued
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed Funds
-----------------------------------------------------------------------------------
Fidelity Fidelity
Allwaste, Advisor Advisor Nations Nations NationsBank
Inc. Growth Strategic Balanced Strategic Stable
Stock Opportunities Opportunities Assets Fixed Income Capital
Fund Fund Fund Fund Fund Fund
------------- ------------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Allwaste, Inc. common stock $ 3,250,321 $ -- $ -- $ -- $ -- $ --
Nations Prime Fund Trust A Shares 196,592 -- -- -- -- --
Fidelity Advisor Growth Opportunities Fund -- 2,634,068 -- -- -- --
Fidelity Advisor Strategic Opportunities Fund -- -- 1,073,940 -- -- --
Nations Balanced Assets Fund -- -- -- 678,693 -- --
Nations Strategic Fixed Income Fund -- -- -- -- 631,680 --
NationsBank Stable Capital Fund -- -- -- -- -- 2,995,020
Nations Treasury Fund -- -- -- -- -- --
Participant Loans Receivable -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total investments 3,446,913 2,634,068 1,073,940 678,693 631,680 2,995,020
Contributions receivable:
Participants 112,782 150,154 67,638 49,472 34,758 146,696
Company 28,152 31,729 15,181 11,084 8,607 38,625
Cash -- -- -- -- -- --
Interfund receivable (payable) 2,120 3,123 1,355 470 321 3,233
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits $ 3,589,967 $ 2,819,074 $ 1,158,114 $ 739,719 $ 675,366 $ 3,183,574
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed Funds
-----------------------------------------
Nations
Participant Treasury Unapplied
Loans Fund Cash Total
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments, at fair value:
Allwaste, Inc. common stock $ -- $ -- $ -- $ 3,250,321
Nations Prime Fund Trust A Shares -- -- -- 196,592
Fidelity Advisor Growth Opportunities Fund -- -- -- 2,634,068
Fidelity Advisor Strategic Opportunities Fund -- -- -- 1,073,940
Nations Balanced Assets Fund -- -- -- 678,693
Nations Strategic Fixed Income Fund -- -- -- 631,680
NationsBank Stable Capital Fund -- -- -- 2,995,020
Nations Treasury Fund -- 45,791 -- 45,791
Participant Loans Receivable 716,951 -- -- 716,951
----------- ----------- ----------- -----------
Total investments 716,951 45,791 -- 12,223,056
Contributions receivable:
Participants -- -- -- 561,500
Company -- -- -- 133,378
Cash -- -- 10,622 10,622
Interfund receivable (payable) -- -- (10,622) --
----------- ----------- ----------- -----------
Net assets available for benefits $ 716,951 $ 45,791 $ -- $12,928,556
=========== =========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
<PAGE> 18
EXHIBIT II
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Participant Directed Funds
--------------------------------------------------------------------------------------
Philip Fidelity Fidelity
Services Advisor Advisor Nations Nations NationsBank
Corp. Growth Strategic Balanced Strategic Stable
Stock Opportunities Opportunities Assets Fixed Income Capital
Fund Fund Fund Fund Fund Fund
------------- ----------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 14,620 $ 313,785 $ 285,915 $ 219,106 $ 45,325 $ 19,721
Net appreciation in fair 2,502,131 661,938 152,427 (39,236) 17,330 199,471
value of investments
Contributions:
Participants 542,133 767,053 307,595 206,332 157,583 654,349
Company 127,915 152,043 65,641 45,381 37,370 170,968
Rollovers 147,081 114,075 41,093 28,724 36,189 52,915
----------- ----------- ----------- ----------- ----------- -----------
Total additions 3,333,880 2,008,894 852,671 460,307 293,797 1,097,424
Deductions from net assets attributed to:
Distributions (1,050,265) (782,322) (386,578) (247,072) (174,162) (1,004,382)
Administrative expenses (2,714) (2,344) (4,099) (2,815) (749) (19,764)
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (1,052,979) (784,666) (390,677) (249,887) (174,911) (1,024,146)
Interfund transfers, net (914,595) 600,750 29,619 64,351 (13,898) 233,773
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets available
for benefits 1,366,306 1,824,978 491,613 274,771 104,988 307,051
Net assets available for benefits at
beginning of year 3,589,967 2,819,074 1,158,114 739,719 675,366 3,183,574
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits at
end of year $ 4,956,273 $ 4,644,052 $ 1,649,727 $ 1,014,490 $ 780,355 $ 3,490,624
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed Funds
------------------------------------------
T. Rowe Price
Nations Prime
Participant Treasury Reserve
Loans Fund Fund Total
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ -- $ 7,271 $ 801 $ 906,544
Net appreciation in fair -- -- -- $ 3,494,061
value of investments
Contributions:
Participants -- -- 649,732 $ 3,284,777
Company -- -- 83,750 $ 683,068
Rollovers -- -- -- $ 420,077
----------- ----------- ----------- -----------
Total additions -- 7,271 734,283 $ 8,788,527
Deductions from net assets attributed to:
Distributions 422,822 4,621 33,537 $(3,183,801)
Administrative expenses -- -- -- $ (32,485)
----------- ----------- ----------- -----------
Total deductions 422,822 4,621 33,537 $(3,216,286)
Interfund transfers, net -- (57,683) 57,683 $ --
----------- ----------- ----------- -----------
Increase (decrease) in net assets available
for benefits 422,822 (45,791) 825,503 $ 5,572,241
Net assets available for benefits at
beginning of year 716,951 45,791 -- $12,928,556
----------- ----------- ----------- -----------
Net assets available for benefits at
end of year $ 1,139,773 $ -- $ 825,503 $18,500,797
=========== =========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
<PAGE> 19
EXHIBIT II
ALLWASTE EMPLOYEE RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed Funds
--------------------------------------------------------------------------------------
Fidelity Fidelity
Advisor Advisor Nations Nations NationsBank
Allwaste, Inc. Growth Strategic Balanced Strategic Stable
Stock Opportunities Opportunities Assets Fixed Income Capital
Fund Fund Fund Fund Fund Fund
------------- ------------- ------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ 9,928 $ 138,287 $ 8,617 $ 97,063 $ 38,113 $ 8,230
Net appreciation (depreciation) in
fair value of investments 164,486 229,321 (92,855) (19,708) (24,528) 153,873
Contributions:
Participants 630,699 803,392 404,584 234,404 213,305 820,061
Company 151,763 163,712 83,933 53,460 50,445 212,330
Rollovers 21,916 49,709 33,468 18,387 4,254 53,990
----------- ----------- ----------- ----------- ----------- -----------
Total additions 978,792 1,384,421 437,747 383,606 281,589 1,248,484
Deductions from net assets attributed to:
Distributions (454,501) (246,973) (149,587) (124,252) (67,425) (596,578)
Administrative expenses (2,466) (1,925) (3,685) (2,613) (775) (18,492)
----------- ----------- ----------- ----------- ----------- -----------
Total deductions (456,967) (248,898) (153,272) (126,865) (68,200) (615,070)
Interfund transfers, net (294,078) 2,213 (71,262) (30,219) (123,596) (281,576)
----------- ----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits 227,747 1,137,736 213,213 226,522 89,793 351,838
Net assets available for benefits at
beginning of year 3,362,220 1,681,338 944,901 513,197 585,573 2,831,736
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits at
end of year $ 3,589,967 $ 2,819,074 $ 1,158,114 $ 739,719 $ 675,366 $ 3,183,574
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Non-Participant
Directed Funds
-------------------------------------------------------
Nations
Participant Treasury Unapplied Liquidity
Loans Fund Cash Fund Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Interest and dividend income $ -- $ 1,008 $ -- $ 2,812 $ 304,058
Net appreciation (depreciation) in
fair value of investments -- -- -- -- 410,589
Contributions:
Participants -- -- 8,572 -- 3,115,017
Company -- -- 2,050 -- 717,693
Rollovers -- -- -- -- 181,724
----------- ----------- ----------- ----------- -----------
Total additions -- 1,008 10,622 2,812 4,729,081
Deductions from net assets attributed to:
Distributions (53,200) -- -- (1,692,516)
Administrative expenses -- -- -- -- (29,956)
----------- ----------- ----------- ----------- -----------
Total deductions (53,200) -- -- -- (1,722,472)
Interfund transfers, net 770,151 44,783 (10,622) (5,794) --
----------- ----------- ----------- ----------- -----------
Increase (decrease) in net assets
available for benefits 716,951 45,791 -- (2,982) 3,006,609
Net assets available for benefits at
beginning of year -- -- -- 2,982 9,921,947
----------- ----------- ----------- ----------- -----------
Net assets available for benefits at
end of year $ 716,951 $ 45,791 $ -- $ -- $12,928,556
=========== =========== =========== =========== ===========
</TABLE>
This exhibit is an integral part of the accompanying
financial statements and notes thereto.
<PAGE> 20
SCHEDULE I
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Identity Shares
of Or Current
Issue Description of Asset Units Cost Value
- ------------------ ----------------------------------------------- ----------------- --------------- ------------------
<S> <C> <C> <C> <C>
* Philip Services Philip Services Corp. common stock 25,536 $3,184,800 $ 4,664,457
Corp.
* NationsBank Nations Prime Fund Trust A Shares 291,816 291,816 291,816
Fidelity Fidelity Advisor Growth Opportunities Fund 109,401 3,955,961 4,644,052
Investments
Fidelity Fidelity Advisor Strategic Opportunities Fund 65,284 1,593,983 1,649,727
Investments
* NationsBank Nations Balanced Assets Fund 95,526 1,080,872 1,014,490
* NationsBank Nations Strategic Fixed Income Fund 77,570 775,108 780,355
* NationsBank NationsBank Stable Capital Fund 263,255 3,230,400 3,490,624
* NationsBank Nations Treasury Fund 57,683 57,683 57,683
* T. Rowe Price T. Rowe Price Prime Reserve Fund 348,226 348,226 348,226
* NationsBank Participant Loans Receivable -- 1,139,773 1,139,773
----------- -----------
Total assets held for
investment purposes $15,658,622 $18,081,203
=========== ===========
</TABLE>
(*) Party-in-interest
<PAGE> 21
Schedule II
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Amount
Received During
Original the Reporting Year Unpaid Amount Overdue
Identity and Address Amount ------------------ Balance at -------------------
of Obligor Description of Loan of Loan Principal Interest End of Year Principal Interest
- -------------------- ------------------- -------- --------- -------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Employee 8.25% interest, beginning $ 1,397 $ 299 $ 65 $ 1,138 $ 170 $ 32
#1 December 27, 1996, 77 bi-weekly
payments maturing December 10, 1999
Employee 8.50% interest, beginning 2,113 -- -- 2,041 999 200
#2 May 31, 1996, 77 bi-weekly
payments maturing May 14, 1999
Employee 8.50% interest, beginning 13,000 1,823 540 9,342 1,888 288
#3 May 17, 1996, 103 bi-weekly
payments maturing April 28, 2000
Employee 8.50% interest, beginning 3,000 -- -- 3,000 2,352 253
#4 May 31, 1996, 103 weekly
payments maturing May 22, 1998
Employee 8.25% interest, beginning 500 -- -- 500 74 34
#5 February 14, 1997, 259 weekly
payments maturing February 1, 2002
Employee 8.50% interest, beginning 7,800 405 185 6,856 950 377
#6 August 2, 1996, 129 bi-weekly
payments maturing July 13, 2001
Employee 8.25% interest, beginning 1,300 254 30 1,046 595 44
#7 January 10, 1997, 38 bi-weekly
payments maturing June 26, 1998
Employee 8.50% interest, beginning 12,400 82 35 10,571 2,150 781
#8 March 8, 1996, 129 bi-weekly
payments maturing February 16, 2001
Employee 8.25% interest, beginning 4,000 -- -- 4,000 1,917 254
#9 January 3, 1997, 103 weekly
payments maturing December 25, 1998
Employee 8.50% interest, beginning 1,000 169 20 579 332 24
#10 June 28, 1996, 54 bi-weekly
payments maturing June 12, 1998
Employee 8.50% interest, beginning 3,900 445 183 3,061 245 87
#11 May 24, 1996, 60 bi-weekly
payments maturing May 4, 2001
Employee 8.25% interest, beginning 4,200 -- -- 4,015 253 313
#12 September 20, 1996, 130 bi-weekly
payments maturing August 31, 2001
Employee 8.25% interest, beginning 2,739 492 80 2,247 405 53
#13 May 2, 1997, 51 bi-weekly
payments maturing April 16, 1999
Employee 8.25% interest, beginning 2,500 488 58 2,012 691 59
#14 April 18, 1997, 38 bi-weekly
payments maturing October 2, 1998
Employee 8.25% interest, beginning 1,955 35 6 1,920 847 113
#15 January 24, 1997, 103 weekly
payments maturing January 15, 1999
Employee 8.50% interest, beginning 900 167 14 733 308 18
#16 June 27, 1997, 25 bi-weekly
payments maturing June 12, 1998
Employee 8.25% interest, beginning 500 46 12 454 53 12
#17 May 16, 1997, 77 bi-weekly
payments maturing April 28, 2000
Employee 8.25% interest, beginning 1,100 329 39 594 214 16
#18 September 6, 1996, 51 bi-weekly
payments maturing August 21, 1998
Employee 8.50% interest, beginning 500 56 5 444 444 18
#19 May 17, 1996, 25 bi-weekly
payments maturing May 2, 1997
Employee 8.25% interest, beginning 850 482 30 368 368 7
#20 January 10, 1997, 25 bi-weekly
payments maturing December 26, 1997
Employee 8.25% interest, beginning 2,500 78 39 2,422 276 123
#21 February 28, 1997, 259 weekly
payments maturing February 15, 2002
Employee 8.25% interest, beginning 2,500 695 89 1,492 531 44
#22 October 4, 1996, 51 bi-weekly
payments maturing July 19, 1998
Employee 8.25% interest, beginning 1,800 -- -- 1,800 291 132
#23 January 17, 1997, 259 weekly
payments maturing January 4, 2002
Employee 8.50% interest, beginning 1,300 -- -- 1,193 246 28
#24 June 14, 1996, 129 bi-weekly
payments maturing May 25, 2001
Employee 8.50% interest, beginning 1,500 -- -- 1,500 189 51
#25 August 8, 1997, 77 bi-weekly
payments maturing July 21, 2000
Employee 8.50% interest, beginning 2,800 52 5 2,748 1,051 74
#26 August 8, 1997, 12 weekly
payments maturing July 31, 1998
Employee 8.50% interest, beginning 2,500 209 45 1,858 593 98
#27 June 14, 1996, 77 bi-weekly
payments maturing May 28, 1999
Employee 8.50% interest, beginning 4,000 636 120 2,481 664 93
#28 April 19, 1996, 77 bi-weekly
payments maturing April 2, 1999
Employee 8.25% interest, beginning 1,500 1,045 39 120 120 1
#29 October 18, 1996, 26 bi-weekly
payments maturing October 3, 1997
</TABLE>
<PAGE> 22
SCHEDULE III
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Identity of Party Description of Purchase Selling Cost of
Involved Assets Price (a) Price (b) Assets
- ---------------------------- --------------------------------------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Fidelity Investments Fidelity Advisor Growth Opportunities Fund $2,849,041 $ -- $2,849,041
-- 1,500,995 1,321,205
Fidelity Investments Fidelity Advisor Strategic Opportunities Fund 1,418,723 -- 1,418,273
-- 994,914 984,834
NationsBank Nations Balanced Assets Fund 801,525 -- 801,525
-- 426,491 431,827
NationsBank NationsBank Stable Capital Fund 2,160,778 -- 2,160,778
-- 1,864,644 1,790,886
NationsBank Nations Strategic Fixed Income 412,415 -- 442,415
-- 281,071 286,140
Allwaste, Inc. Allwaste Inc. common stock 403,988 -- 403,988
-- 3,894,416 3,772,065
Philip Services Corp. Philip Services Corp. common stock 2,968,568 -- 2,968,568
-- 522,480 237,082
</TABLE>
<TABLE>
<CAPTION>
Current Value
of Assets on
Identity of Party Description of Transaction Net
Involved Assets Date Gain (Loss)
- ---------------------------- --------------------------------------------- ----------- -----------
<S> <C> <C> <C>
Fidelity Investments Fidelity Advisor Growth Opportunities Fund $2,849,041 $ --
1,500,995 179,790
Fidelity Investments Fidelity Advisor Strategic Opportunities Fund 1,418,273 --
994,914 10,080
NationsBank Nations Balanced Assets Fund 801,525 --
426,491 (5,336)
NationsBank NationsBank Stable Capital Fund 2,160,778 --
1,864,644 73,758
2,204,687 --
NationsBank Nations Strategic Fixed Income 412,415 --
281,071 (5,069)
Allwaste, Inc. Allwaste Inc. common stock 403,988 --
3,894,416 122,351
Philip Services Corp. Philip Services Corp. common stock 2,968,568 --
522,480 285,398
</TABLE>
(a) Purchase price includes expenses incurred with transactions.
(b) Selling price is net of transaction expenses.
This schedule includes transactions involving the same investment activity
which, in the aggregate, amounts to more than 5 percent of the current
value of Plan assets at the beginning of the Plan year.
<PAGE> 23
SCHEDULE IV
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Relationship to Plan, Description of Transactions including Interest
Identity of Employer or Other Maturity Date, Rate of Interest, Collateral Amount Incurred
Party Involved Party-In-Interest and Par or Maturity Value Loaned on Loan(a)
- ------------------- ------------------------ ------------------------------------------------ --------------- -----------------
<S> <C> <C> <C> <C>
Philip Services Employer Lending of monies from the Plan to the
Corp.
(Allwaste, Inc.) Employer (contributions not timely
remitted to the Plan) as follows:
Deemed loan dated July 22,
1997 maturity July 29, 1997
with interest at 16.7% per
annum $ 46,687.05 $ 149.52
Deemed loan dated October 21,
1997, maturity November 14,
1997, with interest at 16.7% per
annum 81,745.43 897.36
Deemed loan dated October 21,
1997 maturity June 17, 1998
with interest at 16.7% per annum 78,851.55 2,561.49
Deemed loan dated November
21, 1997 maturity December
16, 1997 with interest at 16.7%
per annum 160,163.15 1,832.00
Deemed loan dated November
21, 1997 maturity June 17,
1998 with interest at 16.7%
per annum 2,882.64 52.76
</TABLE>
(a) Interest incurred on loan represents amounts for the year ended December 31,
1997. All interest payable through the maturity date was remitted to the
Plan by June 23, 1998.
<PAGE> 24
SCHEDULE IV
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Relationship to Plan, Description of Transactions including Interest
Identity of Employer or Other Maturity Date, Rate of Interest, Collateral Amount Incurred
Party Involved Party-In-Interest and Par or Maturity Value Loaned on Loan(a)
- ------------------- ------------------------ ------------------------------------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Philip Services Employer Lending of monies from the Plan to the
Corp. Employer (contributions not timely remitted
To the Plan) as follows:
(Madsen-Barr) Deemed loan dated October 21,
1997 maturity June 23, 1998,
with interest at 16.7% per annum 4,480.78 145.56
Deemed loan dated December
19, 1997 maturity June 23,
1998 with interest at 16.7%
per annum 9,599.68 115.12
(Allwaste Container Deemed loan dated December
Services) 19, 1997 maturity January 15,
1998 with interest at 16.7%
per annum 21,589.44 118.56
(Allies Staffing) Deemed loan dated February
24, 1997 maturity March 14,
1997 with interest at 16.7%
per annum 1,252.62 9.74
</TABLE>
(a) Interest incurred on loan represents amounts for the year ended December 31,
1997. All interest payable through the maturity date was remitted to the
Plan by June 23, 1998.
<PAGE> 25
SCHEDULE IV
CONTINUED
ALLWASTE EMPLOYEE RETIREMENT PLAN
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Relationship to Plan, Description of Transactions including Interest
Identity of Employer or Other Maturity Date, Rate of Interest, Collateral Amount Incurred
Party Involved Party-In-Interest and Par or Maturity Value Loaned on Loan(a)
- ------------------- ------------------------ ------------------------------------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Philips Services Employer Lending of monies from the Plan to the
Corp. Employer (contributions not timely remitted
To the Plan) as follows:
Deemed loan dated October 21,
1997 maturity June 23, 1998
with interest at 16.7% per annum 3,587.73 116.55
Deemed loan dated November
21, 1997 maturity June 23,
1998 with interest at 16.7% per
annum 3,894.90 71.28
Deemed loan dated December
19, 1997 maturity June 23,
1998 with interest at 16.7%
per annum 2,873.38 15.78
</TABLE>
(a) Interest incurred on loan represents amounts for the year ended December 31,
1997. All interest payable through the maturity date was remitted to the
Plan by June 23, 1998.
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
23.1 - Consent of Independent Public Accountants
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference of our report, dated June 29, 1998, included in this Form 11-K for
the year ended December 31, 1997, into the previously filed Form S-8
Registration Statement of the Allwaste Employee Retirement Plan (File No.
33-37684).
ARTHUR ANDERSEN LLP
Houston, Texas
June 29, 1998
