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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to Schedule 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
Environmental Services of America, Inc.
(Name of Subject Company)
ERD Waste Corp.
ENSA Acquisition Corp.
(Bidders)
Common Stock, par value $.02 per share
(Title of class of securities)
294080-40-3
(CUSIP number of class of securities)
Joseph Wisneski, President
ERD Waste Corp.
356 Veterans Memorial Highway
Commack, New York 11725
(516) 543-0606
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
Richard Marlin, Esq.
Kramer, Levin, Naftalis,
Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Page 1 of 6 pages
Exhibit Index is located on page 5
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ENSA Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of ERD Waste Corp., a Delaware corporation ("ERD"), and
ERD hereby amend their Tender Offer Statement on Schedule 14D-1 dated April 4,
1996 (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all
the outstanding shares of Common Stock, par value $.02 per share (the "Shares"),
of Environmental Services of America, Inc., a Delaware corporation (the
"Company"). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings set forth in Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following:
"(f) The Offer of the Purchaser to purchase all outstanding Shares of
the Company expired at 12:00 Midnight, New York City time, on Wednesday, May 1,
1996. The tendered Shares were accepted by the Purchaser for payment, subject to
the terms of the Offer. ERD issued a press release on May 2, 1996, in which it
disclosed that the Depositary had informed it that an aggregate of 3,533,715
Shares, representing approximately 92% of all the outstanding Shares other than
those Shares already held by ERD (including Shares subject to guaranteed
delivery procedures), were tendered and not withdrawn prior to the Expiration
Date."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release, issued May 2, 1996.
- 2 -
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 2, 1996
ENSA ACQUISITION CORP.
By: /s/ Joseph Wisneski
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Name: Joseph Wisneski
Title: President
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 2, 1996
ERD WASTE CORP.
By: /s/ Joseph Wisneski
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Name: Joseph Wisneski
Title: President
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<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
(a)(9) Press release issued on May 2, 1996. 6
- 5 -
Exhibit (a)(9)
CONTACTS:
ERD Waste Corp.
Joseph Wisneski, President
(516) 543-0606
MacKenzie Partners, Inc.
Jeanne Carr
Simon Coope
(212) 929-5500
FOR IMMEDIATE RELEASE:
ERD WASTE CORP. COMPLETES TENDER OFFER FOR
ENVIRONMENTAL SERVICES OF AMERICA, INC.
Commack, New York, May 2, 1996 -- ERD Waste Corp. (NASDAQ: ERDI)
("ERD") announced today that the $1.66 per share cash tender offer for all
outstanding common shares of Environmental Services of America, Inc. (NASDAQ:
ENSA) ("ENSA") expired by its terms at 12:00 Midnight, New York City time, on
May 1, 1996.
According to Chemical Mellon Shareholder Services, L.L.C., the
depositary, 3,533,715 common shares, representing approximately 92% of the
outstanding common shares of ENSA other than those shares already held by ERD,
were tendered by shareholders (including shares subject to guaranteed delivery)
prior to the offer's expiration.
ERD is a diversified waste management company specializing in the
management and disposal of municipal solid waste, industrial and commercial
non-hazardous solid waste, and hazardous waste. ERD incinerates municipal solid
waste and industrial and commercial nonhazardous solid waste, utilizes the steam
produced thereby to cogenerate electricity, and provides brokerage, advisory,
consulting, and technical services to generators of waste.
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