Item 1 of this report.
ITEM 11 -- EXECUTIVE COMPENSATION
Information appearing under the caption "Compensation" on pages 7 through 11 of the Proxy Statement is incorporated herein by reference.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information appearing under the caption "Principal Stockholders" on pages 1 and 2 of the Proxy Statement and under the caption "Securities Ownership of Management" on pages 4 through 6 of the Proxy Statement is incorporated herein by reference.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information appearing under the caption "Certain Transactions and Other Matters" on pages 17 through 24 of the Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) (1) FINANCIAL STATEMENTS:
The following financial statements and supplementary data of the Company are filed as an exhibit hereto and incorporated herein by reference:
(i) Consolidated Statements of Income for the years ended December 31, 1994, 1995 and 1996. (ii) Consolidated Balance Sheets as of December 31, 1995 and 1996. (iii) Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1995 and 1996. (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1994, 1995 and 1996. (v) Notes to Consolidated Financial Statements. (vi) Report of Independent Public Accountants - Arthur Andersen LLP.
(2) SCHEDULES:
All schedules have been omitted since they are not applicable, not required, or the information is included in the above-referenced financial statements or notes thereto.
(3) EXHIBITS:
The exhibits to this report are listed in the Exhibit Index contained elsewhere herein. Included in the exhibits listed therein are the following exhibits which constitute management contracts or compensatory plans or arrangements:*
(i) Restricted Unit Plan for Non-Employee Directors of the registrant as amended through June 10, 1991 (incorporated by reference to Exhibit 19.03 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1991).
- ------------------------ * In the case of incorporation by reference to documents filed under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
(ii) Amendment, dated as of December 6, 1991, to the Restricted Unit Plan for Non-Employee Directors of the registrant (incorporated by reference to Exhibit 19.05 to registrant's 1991 annual report on Form 10-K).
(iii) Deferred Director's Fee Plan adopted June 10, 1991 (incorporated by reference to Exhibit 19.02 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1991).
(iv) 1988 Stock Plan for Executive Employees of Old WTI and its subsidiaries ("1988 Stock Plan") (incorporated by reference to Exhibit 28.1 to Amendment No. 1 to the registrant's registration statement on Form S-8, Reg. No. 33-31523).
(v) Amendments, dated as of September 7, 1990, to the 1988 Stock Plan (incorporated by reference to Exhibit 19.02 to the registrant's 1990 annual report on Form 10-K).
(vi) Amendment, dated as of November 1, 1990, to the 1988 Stock Plan (incorporated by reference to Exhibit 19.04 to the registrant's 1990 annual report on Form 10-K).
(vii) Amendment, dated as of December 6, 1991, to the 1988 Stock Plan (incorporated by reference to Exhibit 19.02 to the registrant's 1991 annual report on Form 10-K).
(viii) 1986 Stock Plan for Executive Employees of the registrant and its subsidiaries ("1986 Stock Plan") (incorporated by reference to Exhibit 28.2 to Amendment No. 1 to the registrant's registration statement on Form S-8, Reg. No. 33-13720).
(ix) Amendment, dated as of November 1, 1990, to the 1986 Stock Plan (incorporated by reference to Exhibit 19.03 to the registrant's 1990 annual report on Form 10-K).
(x) Amendment, dated as of December 6, 1991, to the 1986 Stock Plan (incorporated by reference to Exhibit 19.01 to the registrant's 1991 annual report on Form 10-K).
(xi) Wheelabrator Technologies Inc. Corporate Incentive Bonus Plan (as amended and restated as of March 13, 1995) (incorporated by reference to Exhibit 10.38 to the registrant's 1994 annual report on Form 10-K).
(xii) Wheelabrator Technologies Inc. Long Term Incentive Plan (as amended and restated as of March 14, 1994) (incorporated by reference to Exhibit 10.40 to the registrant's 1993 annual report on Form 10-K).
(xiii) Retirement Plan for Non-Employee Directors of the registrant (incorporated by reference to Exhibit 10.32 to the registrant's 1988 annual report on Form 10-K).
(xiv) Amendment, dated as of September 7, 1990, to the Retirement Plan for Non-Employee Directors of the registrant (incorporated by reference to Exhibit 19.01 to the registrant's 1990 annual report on Form 10-K).
(xv) Amendment, dated June 10, 1991, to the Retirement Plan for Non-Employee Directors of the registrant (incorporated by reference to Exhibit 19.01 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1991).
(xvi) 1991 Stock Option Plan for Non-Employee Directors ("1991 Directors Plan") of the registrant adopted June 10, 1991 (incorporated by reference to Exhibit 19.04 to the registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1991).
(xvii) Amendment to 1991 Directors Plan dated as of December 22, 1993 (incorporated by reference to Exhibit 10.46 to the registrant's 1993 annual report on Form 10-K).
(xviii) Amendment to 1991 Directors Plan dated as of August 29, 1994 (incorporated by reference to Exhibit 10 to the registrant's quarterly report on Form 10-Q for the quarter ended September 30, 1994).
(xix) 1992 Stock Option Plan of the registrant (incorporated by reference to Exhibit 10.45 to the registrant's 1991 annual report on Form 10-K).
(xx) Wheelabrator Technologies Inc/Rust International Inc Supplemental Benefit Plan (as amended and restated effective January 1, 1995) (incorporated by reference to Exhibit 4.15 to the registrant's registration statement on Form S-8, Reg. No. 33-64431).
(xxi) First Amendment effective as of May 20, 1996 to the Wheelabrator Technologies Inc /Rust International Inc. Supplemental Benefit Plan.
(xxii) Second Amendment effective December 2, 1996 to the Wheelabrator Technologies Inc./Rust International Inc. Supplemental Benefit Plan.
(B) REPORTS ON FORM 8-K:
During the fiscal quarter ended December 31, 1996, the Company filed a Report dated December 2, 1996, on Form 8-K reporting under Item 2