ITEM 1 -- BUSINESS
GENERAL
Wheelabrator Technologies Inc. provides a wide array of environmental products and services in North America and abroad through three principal business lines. The Company's energy group ("Wheelabrator Clean Energy") is a leading developer of facilities and systems for, and provider of services to, the trash-to-energy, energy and independent power markets. Through the subsidiaries comprising Wheelabrator Clean Energy, the Company develops, arranges financing for, operates and owns facilities that dispose of trash and other waste materials in an environmentally acceptable manner by recycling them into energy in the form of electricity and steam.
The Company's water group ("Wheelabrator Clean Water") is comprised of several subsidiaries principally involved in the design, manufacture and operation of facilities and systems used to purify water, to treat municipal and industrial wastewater, to treat and manage biosolids resulting from the treatment of wastewater by converting them into useful fertilizers, and to recycle organic wastes into compost material useable for horticultural and agricultural purposes. Wheelabrator Clean Water also designs and manufactures various products and systems used in water and wastewater treatment facilities and industrial processes, precision profile wire screens for use in groundwater wells and other industrial and municipal applications, and certain other industrial equipment.
The Company's air group ("Wheelabrator Clean Air") designs, fabricates and installs technologically-advanced air pollution control and measurement systems and equipment, including systems which remove pollutants from the emissions of the Company's trash-to-energy facilities as well as power plants and other industrial facilities. Wheelabrator Clean Air also provides technologies and systems designed to treat air streams which contain nitrogen oxide ("NOx") and volatile organic compounds ("VOCs"), the major contributors to the creation of smog.
The majority of the businesses of the Company have been managed together as a group since the early 1980s. The Company's predecessor companies and subsidiaries have been active in project development for approximately 20 years, and in related activities since the turn of the century. Unless the context indicates to the contrary, as used in this report, the terms "Company" and "WTI" refer to Wheelabrator Technologies Inc. and its subsidiaries. Unless otherwise indicated, all statistical and financial information under Item 1 and Item 2
ITEM 2 - -PROPERTIES
In December 1994, the Company purchased the building and surrounding grounds comprising its principal executive offices, located at Liberty Lane, Hampton, New Hampshire 03842. These offices also serve as the headquarters of the Company's Wheelabrator Clean Energy group and certain Wheelabrator Clean Water group operations. The Company believes that its property and equipment are generally well maintained, in good operating condition and adequate for its present needs. The inability to renew any short-term real property lease by the Company or any of its subsidiaries would not have a material adverse effect on its results of operations. WTI regularly upgrades and modernizes facilities and equipment and expands its facilities as necessary.
The following tables set forth the Company's principal facility locations in operation or under construction and their use (including those operated by the Company for others under long-term contracts or similar arrangements) as of December 31, 1994.
DESCRIPTION OF OWNED, LEASED AND/OR LONG-TERM OPERATED PROJECTS
Set forth below is a description of projects in operation or under construction which are owned, leased or operated under long-term operating agreements by WTI subsidiaries, partnerships or joint ventures controlled
by WTI subsidiaries. Unless indicated to the contrary below, each project is owned by subsidiaries or affiliates of the Company. While WTI exercises, or will exercise, operating control over each such project, WTI has no ownership interest in certain of the projects.
Projects in Operation
--------------------- (1) Westchester Resco is a limited partnership, 75% held by WTI, and 25% held indirectly by John Hancock Mutual Life Insurance Co. as a limited partner.
KEY: mW--Megawatts DTPD--Dry Tons Per Day TPD--Tons Per Day TPY--Tons Per Year MCF--Thousands of Cubic Feet
Non-Project Facilities
Set forth below is a list of all of the primary non-project facilities owned by the Company as of December 31, 1994, and each of the principal plants and offices leased by the Company as of that date. Such list does not purport to be a complete list of all of the Company's leased properties.
ITEM 3
ITEM 3 -- LEGAL PROCEEDINGS
Regulatory
The business in which the Company is engaged is intrinsically connected with the protection of the environment and involves the potential for the discharge of materials into the environment. In the ordinary course of conducting its business activities, the Company becomes involved in judicial and administrative proceedings involving governmental authorities at the federal, state and local level including, in certain instances, proceedings instituted by citizens or local governmental authorities seeking to overturn governmental action in which governmental officials or agencies are named as defendants together with the Company or one or more of its subsidiaries, or both. In the majority of the situations where proceedings are commenced by governmental authorities, the matters involved relate to alleged technical violations of licenses or permits pursuant to which the Company operates or is seeking to operate or laws or regulations to which its operations are subject or are the result of different interpretations of the applicable requirements. From time to time the Company pays fines
or penalties in proceedings relating to the Company's compliance with various environmental laws and regulations. At December 31, 1994, the Company was involved in two such proceedings where it is believed that sanctions involved in each instance may exceed $100,000.
Other
In January 1993, the Internal Revenue Service ("IRS") completed an examination of the Company's consolidated federal income tax returns for the period 1986-1988. The IRS proposed a significant adjustment related to the 1988 sale of a former subsidiary, which the Company disputed. In March 1994, WTI and the IRS filed a Stipulation of Settlement with the U.S. Tax Court to resolve the treatment of the disputed matter for an aggregate amount of approximately $70 million. On October 4, 1994, the U.S. Tax Court accepted the Stipulation of Settlement.
Under a tax sharing agreement between the Company and a former affiliate of the Company now known as Koll Real Estate Group, Inc. ("KREG"), the Company was indemnified by KREG and a former subsidiary of KREG, Abex, Inc. ("Abex"), for approximately $40 million of the tax liability. Under the tax sharing agreement and a similar agreement between KREG and Abex, the parties had agreed generally that WTI would be responsible for tax liability related to the 1986-1988 tax period up to a specified amount, KREG would be liable for the next $25 million over the Company's allocated liability, and Abex would pay all excess amounts. On April 15, 1994, the Company paid approximately $29.8 million, its share of the stipulated settlement liability, and Abex paid its share of the liability pursuant to its indemnity obligations to KREG. The Company's obligation had been previously recorded in its consolidated balance sheets. Prior to April 15, 1994, KREG advised the Company and Abex that it would not pay its approximately $21 million share of the settlement liability. Accordingly, the Company and Abex filed a lawsuit against KREG seeking to require KREG to honor its contractual obligation to pay. A trial was held in September 1994, and in December 1994 the Delaware Chancery Court issued its opinion finding in favor of the Company and Abex. In January 1995, the Chancery Court entered a judgment ordering KREG to pay its obligation under the tax sharing agreements. On February 6, 1995, KREG paid the obligation.
In addition, there are other routine lawsuits and claims pending against WTI and its subsidiaries incidental to their businesses. In the opinion of the Company's management, the ultimate liability, if any, with respect to the above proceedings and such other lawsuits and claims will not have a material adverse effect on the business and properties of the Company, taken as a whole, or its financial position or results of operations.
ITEM 4
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is traded on The New York Stock Exchange under the symbol "WTI." The table below sets forth by quarter, for the last two years, the high and low sales prices of the Common Stock on The New York Stock Exchange Composite Tape as reported by The Wall Street Journal (Midwest Edition) and also shows the cash dividends declared per share during such periods:
-------------------------- (1) All per share prices and dividends have been adjusted to reflect the two- for-one stock split in the form of a 100% stock dividend distributed in January 1993.
-----------------------
The approximate number of holders of record of Common Stock as of March 1, 1995 was 18,642.
During 1994, the Board of Directors declared, and the Company paid, an annual dividend in the amount of $0.10 per share. Future cash dividends will be considered by the Board of Directors based upon the Company's earnings and financial position and such other business considerations as the Board of Directors considers relevant.
On March 15, 1994, WTI announced that the Board of Directors had authorized the repurchase of up to 3.8 million shares of Common Stock from time to time over the following 24-month period in the open market or in privately negotiated transactions. During 1994, the Company repurchased a total of 3,273,800 shares. In February 1995, the Company's Board of Directors increased the number of shares of Common Stock authorized to be repurchased by 10 million.
ITEM 6
ITEM 6 -- SELECTED FINANCIAL DATA
The following selected consolidated financial information for each of the five years in the period ended December 31, 1994 is derived from the Company's Consolidated Financial Statements, which have been audited by Arthur Andersen LLP, independent public accountants, whose report thereon is incorporated by reference in this report. The information below should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Company's Consolidated Financial Statements, and the related Notes, and the other financial information which are filed as exhibits to this report and incorporated herein by reference.
WHEELABRATOR TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED SELECTED FINANCIAL DATA (000's omitted except per share amounts)
. The 1990 loss of $70.2 million, or $0.44 per share, reflects a restructuring charge, an unrealized loss on investments in common stock and the cumulative effect of a change in accounting method for investment tax credits from the flow-through to the deferral method.
. 1991 net income includes a $47.1 million pretax gain on the sale of certain foreign equity investments.
. 1992 income before extraordinary item and accounting changes includes a $47.0 million nontaxable gain related to the initial public offering of shares by WM International. See Note 2 of the Notes to Consolidated Financial Statements.
. 1992 net income includes one-time charges of $42.2 million related to the adoption of two new financial accounting standards. See Notes 1, 3 and 6 of the Notes to Consolidated Financial Statements.
. Beginning in 1993, the Company no longer consolidates the financial results of certain businesses contributed to form, in part, Rust. Revenue from the contributed businesses amounted to approximately $423.8 million, $397.8 million and $554.7 million in 1990, 1991 and 1992, respectively. Beginning in 1993, the Company's share of Rust's net income is included in equity in earnings of affiliates. See Note 2 of the Notes to Consolidated Financial Statements.
. 1993 income includes a $7.7 million nontaxable gain related to issuance of stock by Rust and a $6.5 million increase in the income tax provision due to revaluing deferred income taxes as a result of the enactment of the Omnibus Budget Reconciliation Act of 1993. See Notes 2 and 3 of the Notes to Consolidated Financial Statements.
. Share and per share data for all periods reflect a two-for-one stock split effected on January 7, 1993. See Notes 1 and 4 of the Notes to Consolidated Financial Statements.
. The increases in weighted average common and common equivalent shares outstanding in 1991 and 1992 are largely due to shares issued in connection with acquisitions. See Note 2 of the Notes to Consolidated Financial Statements.
-----------------------------
ITEM 7
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to Management's Discussion and Analysis of Financial Condition and Results of Operations set forth on pages 29 through 35 of the Company's 1994 Annual Report to Stockholders (the "Annual Report") which discussion is filed as an exhibit to this report and incorporated herein by reference.
ITEM 8
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) The Consolidated Balance Sheets as of December 31, 1993 and 1994, Consolidated Statements of Income, Cash Flows and Changes in Stockholders' Equity for each of the years in the three-year period ended December 31, 1994 and the Notes to Consolidated Financial Statements set forth on pages 36 through 55 of the Annual Report are filed as an exhibit to this report and incorporated herein by reference.
(b) Selected Quarterly Financial Data (Unaudited) is set forth in Note 10 of the Notes to Consolidated Financial Statements referred to in Item 8(a) above and incorporated herein by reference.
(c) Rust International Inc.'s Consolidated Balance Sheets as of December 31, 1993 and 1994, Consolidated Statements of Income, Cash Flows and Changes in Stockholders' Equity for each of the years in the three-year period ended December 31, 1994 and the Notes to Consolidated Financial Statements are incorporated herein by reference to pages through of Rust's 1994 annual report on Form 10-K. Rust's file number under the Securities Exchange Act of 1934 is 1-11896.
ITEM 9
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors. The information appearing under the caption "Election of Directors" on pages 2 through 4 of the Company's Proxy Statement for the Annual Meeting of Stockholders to be held May 4, 1995 (the "Proxy Statement"), is incorporated herein by reference.
Executive Officers. Information with respect to executive officers of WTI is set forth under the caption "Executive Officers of the Registrant" in Item 1 of this report.
ITEM 11
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
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information appearing under the caption "Principal Stockholder" on page 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
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information appearing under the caption "Certain Transactions and Other Matters" on pages 18 through 25 of the Proxy Statement, under the last full paragraph on page 2 of the Proxy Statement and under the fifth full paragraph on page 3 of the Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14
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, 1992, 1993 and 1994. (ii) Consolidated Balance Sheets as of December 31, 1993 and 1994. (iii) Consolidated Statements of Cash Flows for the years ended December 31, 1992, 1993 and 1994. (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1992, 1993 and 1994. (v) Notes to Consolidated Financial Statements. (vi) Report of Independent Public Accountants -- Arthur Andersen LLP.
Rust International Inc.'s Consolidated Balance Sheets as of December 31, 1993 and 1994, Consolidated Statements of Income, Cash Flows and Changes in Stockholders' Equity for each of the years in the three-year period ended December 31, 1994 and Notes to Consolidated Financial Statements are incorporated herein by reference to pages through of Rust's 1994 annual report on Form 10-K. Rust's file number under the Securities Exchange Act of 1934 is 1-11896.
(2) SCHEDULES:
Financial Statement Schedule II of the Company and the corresponding Report of Independent Public Accountants on Schedule are included in this report.
Financial Statement Schedule II of Rust International Inc. is incorporated by reference to pages and of Rust's 1994 annual report on Form 10-K. Rust's file number under the Securities Exchange Act of 1934 is 1-11896.
All other 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).
(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).
----------------- /*/ 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. Exhibits not incorporated by reference are filed with this report.
(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) 1991 Performance Unit Plan of the registrant (incorporated by reference to Exhibit 10.48 of the registrant's 1990 annual report on Form 10-K).
(xii) Wheelabrator Technologies Inc. Corporate Incentive Bonus Plan (as amended and restated as of March 14, 1994) (incorporated by reference to Exhibit 10.39 to the registrant's 1993 annual report on Form 10-K).
(xiii) Wheelabrator Technologies Inc. Corporate Incentive Bonus Plan (as amended and restated as of March 13, 1995).
(xiv) 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).
(xv) 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).
(xvi) 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).
(xvii) 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).
(xviii) 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).
(xix) 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).
(xx) 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).
(xxi) 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).
(B) REPORTS ON FORM 8-K:
The Company did not file any reports on Form 8-K during the fiscal quarter ended December 31, 1994.
WHEELABRATOR TECHNOLOGIES INC.
SCHEDULE II - RESERVES
(000'S OMITTED)
(1) Reserves of purchased companies and transfers to affiliates.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To the Stockholders of Wheelabrator Technologies Inc.:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in the Wheelabrator Technologies Inc. Annual Report to Stockholders for 1994 incorporated by reference in this Form 10-K, and have issued our report thereon dated February 6, 1995. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule of Wheelabrator Technologies Inc. included on page 31 of this Form 10-K is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP
New York, New York, February 6, 1995
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Oak Brook, Illinois on the 29th day of March 1995.
WHEELABRATOR TECHNOLOGIES INC.
By /s/ PHILLIP B. ROONEY --------------------------- PHILLIP B. ROONEY, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-1
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-2
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-3
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
Number and Description of Exhibit* ----------------------------------
10.19 Lease Agreement, dated as of September 15, 1988, between State Street Bank and Trust Company of Connecticut, N.A., lessor, and Baltimore Refuse Energy Systems Company, Limited Partnership, lessee (incorporated by reference to Exhibit 10.40 to registrant's registration statement on Form S-4, Reg. No. 33-36118).
10.20 Second Amendment and Restatement of Lease Agreement, dated as of May 1, 1988, between the First National Bank of Boston, as Corporate Owner Trustee, James E. Mogavero, as Individual Owner Trustee, lessor, and Bridgeport Resco, lessee (incorporated by reference to Exhibit 10.41 to registrant's registration statement on Form S-4, Reg. No. 33-36118).
10.21 Modification Agreement, dated as of August 24, 1989, among the registrant, Old WTI, WMI, KREG and Resco (incorporated by reference to Exhibit 28.01 to the registrant's Form 8-K dated August 24, 1989).
10.22 Assignment, Assumption and Release Agreement, dated December 18, 1989, among KREG, Henley Holdings, Inc., Henley, Henley Support Co. Two, the registrant and Resco amending the Modification Agreement (incorporated by reference to Exhibit 10.69 to the registrant's registration statement on Form S-4, Reg. No. 33-36118).
10.23 Letter Agreement, dated October 25, 1990, among the registrant, WMI, Resco, Henley and Henley Support Co. Two amending the Modification Agreement (incorporated by reference to Exhibit 10.46 to the registrant's 1990 annual report on Form 10-K).
10.24 Letter Agreement, dated November 8, 1991, among the registrant, Henley, KREG, WMX, WMI, New Henley Holdings Inc. and WTNA, amending the Modification Agreement (incorporated by reference to Exhibit 10.23 to the registrant's 1991 annual report on Form 10-K).
10.25 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).
10.26 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).
10.27 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).
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-4
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-5
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-6
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-7
WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
--------------- * In the case of incorporation by reference to documents filed by the registrant under the Securities Exchange Act of 1934, the registrant's file number under that Act is 0-14246.
E-8