SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

Amendment No. 3

Allied Waste Industries, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

019589308

(CUSIP Number)

Michael D. Weiner

Apollo Management, L.P.

10250 Constellation Blvd., Suite 2900

Los Angeles, CA 90067

(310) 843-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 019589308 SCHEDULE 13D Page 2 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Investment Fund III, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 22,020,070 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 22,020,070 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             22,020,070 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	x
13.	Percent of Class Represented by Amount in Row (11)             10.2%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 3 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Overseas Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 1,414,073 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 1,414,073 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             1,414,073 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	x
13.	Percent of Class Represented by Amount in Row (11)             0.7%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 4 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo (UK) Partners III, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             United Kingdom

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 875,557 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 875,557 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             875,557 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	x
13.	Percent of Class Represented by Amount in Row (11)             0.4%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 5 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Advisors II, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 48,756,113 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 48,756,113 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             48,756,113 shares of Common Stock	`
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11)             20.3%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 6 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Management, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 48,756,113 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 48,756,113 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             48,756,113 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11)             20.3%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 7 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Investment Fund IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 20,432,529 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 20,432,529 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             20,432,529 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	x
13.	Percent of Class Represented by Amount in Row (11)             8.9%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 8 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Overseas Partners IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 1,137,836 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 1,137,836 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             1,137,836 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	x
13.	Percent of Class Represented by Amount in Row (11)             0.5%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 9 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Advisors IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 48,756,113 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 48,756,113 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             48,756,113 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11)             20.3%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 10 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo Management IV, L.P.
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 48,756,113 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 48,756,113 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             48,756,113 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11)             20.3%
14.	Type of Reporting Person             PN

CUSIP No. 019589308 SCHEDULE 13D Page 11 of 17

1.	Name of Reporting Person, I.R.S. Identification of above person             Apollo/AW LLC
2.	Check the Appropriate Box if a Member of a Group (a)  x (b)  ¨
3.	SEC Use Only
4.	Source of Funds             00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power   8.    Shared Voting Power                 2,876,048 shares of Common Stock   9.    Sole Dispositive Power 10.    Shared Dispositive Power                 2,876,048 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             2,876,048 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	x
13.	Percent of Class Represented by Amount in Row (11)             1.4%
14.	Type of Reporting Person             00

This Amendment No. 3 to Schedule 13D supplements and amends the following items of the Statement on Schedule 13D of Apollo Investment Fund III, L.P., Apollo Overseas Partners III, L.P., Apollo (UK) Partners III, L.P., Apollo Advisors II, L.P., Apollo Management, L.P., Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Advisors IV, L.P., Apollo Management IV, L.P. and Apollo/AW LLC (the “Reporting Persons”) originally filed on April 15, 1997, as previously amended by Amendment No. 1 filed on March 7, 1999 and Amendment No. 2 filed on July 30, 1999 with respect to the shares of common stock (the “Common Stock”), of Allied Waste Industries, Inc. (“Allied Waste” or the “Company”).

Responses to each item of this Schedule, as applicable, are incorporated by reference into the response to each other item.

Item  1. Security and Issuer

Item  2. Identity and Background

Item  3. Source and Amount of Funds or Other Consideration

Item  4. Purpose of Transaction

Item 4, to which reference is made regarding the purposes, plans and proposals of the Reporting Persons with respect to the securities of the Company owned by the Reporting Persons, is hereby amended and supplemented as follows:

On July 31, 2003, the Reporting Persons and certain other unrelated investors (the “Investors”) entered into an Exchange Agreement with the Company, a copy of which has been filed as an Exhibit to this Schedule 13D and is incorporated herein by reference. Pursuant to the terms of the Exchange Agreement, the Reporting Persons and the Investors agreed to exchange the shares of Convertible Preferred Stock beneficially owned by them for shares of Common Stock of the Company upon satisfaction of certain conditions, including approval by the stockholders of the Company.

Item  5. Interest in Securities of the Issuer

Item 5 is hereby amended by deleting it in its entirety and substituting the following therefor:

Fund III beneficially owns 15,609,142 shares of Common Stock and 89,163 shares of Convertible Preferred Stock. Each share of Convertible Preferred Stock is convertible into approximately 71.9 shares of Common Stock for an aggregate of 6,410,928 shares. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by Fund III as of the date hereof, Fund III would beneficially own an aggregate of 22,020,070 shares of Common Stock. The shares of Common Stock beneficially owned by Fund III represents approximately 10.2% of the outstanding Common Stock of the Company.

Page 12 of 17

Overseas III beneficially owns 932,982 shares of Common Stock and 6,691 shares of Convertible Preferred Stock. Each share of Convertible Preferred Stock is convertible into approximately 71.9 shares of Common Stock for an aggregate of 481,091 shares. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by Overseas III as of the date hereof, Overseas III would beneficially own an aggregate of 1,414,073 shares of Common Stock. The shares of Common Stock beneficially owned by Overseas III represents approximately 0.7% of the outstanding Common Stock of the Company.

UK III beneficially owns 577,455 shares of Common Stock and 4,146 shares of Convertible Preferred Stock. Each share of Convertible Preferred Stock is convertible into approximately 71.9 shares of Common Stock for an aggregate of 298,102 shares. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by UK III as of the date hereof, UK III would beneficially own an aggregate of 875,557 shares of Common Stock. The shares of Common Stock beneficially owned by UK III represents approximately 0.4% of the outstanding Common Stock of the Company.

Fund IV beneficially owns 284,175 shares of Convertible Preferred Stock. Each share of Convertible Preferred Stock is convertible into approximately 71.9 shares of Common Stock. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by Fund IV as of the date hereof, Fund IV would beneficially own an aggregate of 20,432,529 shares of Common Stock. The shares of Common Stock beneficially owned by Fund IV represents approximately 8.9% of the outstanding Common Stock of the Company.

Overseas IV beneficially owns 15,825 shares of Convertible Preferred Stock. Each share of Convertible Preferred Stock is convertible into approximately 71.9 shares of Common Stock. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by Overseas IV as of the date hereof, Overseas IV would beneficially own an aggregate of 1,137,836 shares of Common Stock. The shares of Common Stock beneficially owned by Overseas IV represents approximately 0.5% of the outstanding Common Stock of the Company.

AWLLC beneficially owns 40,000 shares of Convertible Preferred Stock. Each share of Convertible Preferred Stock is convertible into approximately 71.9 shares of Common Stock. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by AWLLC as of the date hereof, AWLLC would beneficially own an aggregate of 2,876,048 shares of Common Stock. The shares of Common Stock beneficially owned by AWLLC represents approximately 1.4% of the outstanding Common Stock of the Company.

Advisors II, as the general partner of Fund III, Overseas III and UK III, and Management, as the manager of Fund III, Overseas III and UK III, may be deemed to be the beneficial owners of securities of the Company owned by Fund III, Overseas III and UK III. In the aggregate, Fund III, Overseas III and UK III beneficially own 17,119,579 shares of Common Stock and 100,000 shares of Convertible Preferred Stock. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by Fund III, Overseas III and UK III as of the date hereof, Advisors II and Management would beneficially own an aggregate of 24,309,700 shares of Common Stock, representing approximately 11.2% of the outstanding Common Stock of the Company.

Advisors IV, as the general partner of Fund IV and Overseas IV, and Management IV, as the manager of Fund IV and Overseas IV, may be deemed the beneficial owner of securities of the Company owned by Fund IV and Overseas IV. Management IV, as the manager of AWLLC, may also be deemed to be the beneficial owner of securities of the Company owned by AWLLC. In the aggregate, Fund IV, Overseas IV and AWLLC beneficially own 340,000 shares of Convertible Preferred Stock. Assuming the conversion of all of the shares of Convertible Preferred Stock beneficially owned by Fund IV, Overseas IV and AWLLC as of the date hereof, Advisors IV would beneficially own an aggregate of 21,570,365 shares of Common Stock, representing approximately 9.4% of the outstanding Common Stock of the Company, and Management IV would beneficially own an aggregate of 24,446,413 shares of Common Stock, representing approximately 10.5%of the outstanding Common Stock of the Company.

Advisors II, Management, Advisors IV and Management IV may each be deemed to beneficially own the securities of the Company beneficially owned by each other, and in the aggregate would beneficially own 17,119,579 shares of Common Stock and 440,000 shares of Convertible Preferred Stock. Assuming the conversion of all of the shares of Convertible Preferred Stock as of the date hereof, Advisors II, Management, Advisors IV and Management IV would beneficially own an aggregate of 48,756,113 shares of Common Stock, representing approximately 20.3% of the outstanding Common Stock of the Company.

Page 13 of 17

The beneficial ownership by the Reporting Persons as described in this Amendment No. 3 to Schedule 13D of an aggregate of 48,756,113 shares of Common Stock, representing approximately 20.3% of the outstanding Common Stock of the Company, is consistent with the Company’s previous reports of the Reporting Persons’ beneficial ownership of the Company’s Common Stock and does not include any securities beneficially owned by the other Investors. However, by virtue of the Amended and Restated Investment Agreement, the Reporting Persons could be deemed to beneficially own securities of the Company beneficially owned by the other Investors that are party thereto. Assuming the conversion of all of the Convertible Preferred Stock beneficially owned by the Reporting Persons and the other Investors, in the aggregate the securities of the Company beneficially owned by the other Investors, together with the securities of the Company owned by the Reporting Persons, would equal 98,252,655 shares of Common Stock of the Company, which would represent approximately 35.0% of the Company’s outstanding Common Stock.

The statements in this Amendment No. 3 to Schedule 13D shall not be construed as an admission that the Reporting Persons and any other persons or entities constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. The filing of this Amendment No. 3 to Schedule 13D shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of any shares of Common Stock other than those shares of Common Stock over which the Reporting Person has voting and dispositive power, as reported herein. Further, each of the Reporting Persons disclaims any pencuniary interest in any securities of the Company owned by any other Reporting Person or any other party, and expressly disclaims the existence of a group.

The Reporting Persons acquired beneficial ownership of such shares as described in Item 3 and Item 4. The percentages of the outstanding Common Stock reported herein as beneficially owned by the Reporting Persons is based on 209,053,496 shares of Common Stock reported outstanding by the Company as of May 6, 2003.

(a) See the information contained on the cover pages to this Amendment No. 3 to Schedule 13D which is incorporated herein by reference.

(b) See the information contained on the cover pages to this Amendment No. 3 to Schedule 13D which is incorporated herein by reference.

(c) There have been no reportable transactions with respect to the Common Stock of the Company within the last 60 days by the Reporting Persons, except as described in this Amendment No. 3 to Schedule 13D.

(d) Not applicable.

(e) Not applicable.

Item  6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

Under the terms of the Exchange Agreement dated as of July 31, 2003, the Reporting Persons agreed to exchange all of their shares of Convertible Preferred Stock for shares of Common Stock of the Company upon satisfaction of certain conditions. Pursuant to the terms of the Exchange Agreement, each share of Convertible Preferred Stock will be exchanged for 110.5 shares of Common Stock. The Reporting Persons further agreed to vote all of the voting securities of the Company beneficially owned by them in favor of approving the issuance of the Common Stock to be exchanged for the Convertible Preferred Stock. Pursuant to the Exchange Agreement, the Reporting Persons also agreed to enter into amendments to the Second Amended and Restated Shareholders Agreement and the Amended and Restated Investment Agreement to provide that the shares of Common Stock issued in exchange for the Convertible Preferred Stock will be subject to the terms of those agreements. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which has been attached hereto as an exhibit.

Item  7. Material to Be Filed as Exhibits

Exhibit 1: Exchange Agreement dated as of July 31, 2003 by and among Allied Waste Industries, Inc. and the parties listed on Schedule 1 thereto.

Page 14 of 17

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

Date: August 6, 2003	APOLLO INVESTMENT FUND III, L.P.
	By:	APOLLO ADVISORS II, L.P. Its General Partner
		By:	APOLLO CAPITAL MANAGEMENT II, INC. Its General Partner
			By:	/s/    MICHAEL D. WEINER
				Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO OVERSEAS PARTNERS III, L.P.
	By:	APOLLO ADVISORS II, L.P. Its General Partner
		By:	APOLLO CAPITAL MANAGEMENT II, INC. Its General Partner
			By:	/s/    MICHAEL D. WEINER
				Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO (UK) PARTNERS III, L.P.
	By:	APOLLO ADVISORS II, L.P. Its General Partner
		By:	APOLLO CAPITAL MANAGEMENT II, INC. Its General Partner
			By:	/s/    MICHAEL D. WEINER
				Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO ADVISORS II, L.P.
	By:	APOLLO CAPITAL MANAGEMENT II, INC.
		Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO MANAGEMENT, L.P.
	By:	AIF IV MANAGEMENT, INC.
		Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO INVESTMENT FUND IV, L.P.
	By:	APOLLO ADVISORS IV, L.P.
		Its General Partner

By:	APOLLO CAPITAL MANAGEMENT IV, INC.
	Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO OVERSEAS PARTNERS IV, L.P.
	By:	APOLLO ADVISORS IV, L.P.
		Its General Partner

By:	APOLLO CAPITAL MANAGEMENT IV, INC.
	Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO ADVISORS IV, L.P.
	By:	APOLLO CAPITAL MANAGEMENT IV, INC.
		Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO MANAGEMENT, IV, L.P.
	By:	AIF IV MANAGEMENT IV, INC.
		Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President

Date: August 6, 2003	APOLLO/AW LLC
	By:	APOLLO MANAGEMENT IV, L.P.
		Its Manager

By:	AIF IV MANAGEMENT IV, INC.
	Its General Partner

By:	/s/    MICHAEL D. WEINER
	Michael D. Weiner Vice President