SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 2
EASTERN ENVIRONMENTAL SERVICES, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
276369105
(CUSIP Number)
William C. Skuba, President and Chairman
Eastern Environmental Services, Inc.
Route 309 North, RR #4, Box 4452
Drums, PA 18222 (717) 788-7020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 24, 1996
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
*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 ("Act") 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. 21215T 301
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1) Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons: Continental Waste Industries, Inc., a Delaware corporation.
Federal I.D. No. 11-2909512.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check 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 (7) Sole Voting Power: 253,000
Beneficially Owned (8) Shared Voting Power:
by Each Reporting (9) Sole Dispositive Power:
Person with (10) Shared Dispositive Power:
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 253,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11): 4.5%
14) Type of Reporting Person (See Instructions): CO
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1. Security and Issuer.
This statement relates to the common stock, par value $0.01 of Eastern
Environmental Services, Inc. ("Eastern"). Eastern's principal executive offices
are located at Route 309 North, RR #4, Box 4452, Drums, PA 18222.
This Amendment No. 2 amends and supplements the statement on Schedule 13D/A
dated November 7, 1995 filed by Continental Waste Industries, Inc., a Delaware
corporation relating to the shares of common stock, par value $0.01 of Eastern
Environmental Services, Inc.
2. Identity and Background.
This statement is being filed by Continental Waste Industries, Inc., a
Delaware corporation ("CWI"). CWI is principally engaged in the business of
providing integrated solid waste management services to residential, commercial
and industrial customers concentrated in the Midwestern and Mid-South regions of
the United States. These services include non-hazardous landfill disposal, solid
waste collection, transfer station operations and recycling programs. The
business address of CWI is 67 Walnut Avenue, Suite 103, Clark, NJ 07066. CWI's
Directors and Executive Officers are listed in Appendix A attached hereto and
made a part hereof.
During the last five years, neither the Company nor to the best of the
Company's knowledge, the persons named in Appendix A have not been convicted in
any criminal proceeding (excluding traffic violations and similar misdemeanors)
or have been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person or persons were
or are subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
3. Source and Amount of Funds.
CWI currently owns 253,000 shares of common stock of Eastern (the "Eastern
Shares"). From April 12, 1996 through April 23, 1996 CWI sold 254,600 Eastern
Shares or approximately 4.5% of Eastern's outstanding common stock at an average
price per share of $1.95. See Item 5 below for a schedule of CWI's transactions
in the shares of common stock of Eastern during the past 5 months.
4. Purpose of the Transactions.
The acquisition by CWI of the Eastern Shares was for investment purposes
only. CWI may, from time to time, increase or decrease (including complete
disposition) its ownership interest in Eastern, depending upon its evaluation of
Eastern's business and prospects and market conditions, generally.
CWI has in the past discussed with Eastern various proposals which relate
to or would result in an acquisition by CWI of all or part of Eastern. However,
these discussions have not resulted in any definitive plan or agreement and no
such plan or agreement is presently under discussion. CWI may in the future
initiate or respond to proposals with Eastern about one or more transactions
between CWI and Eastern.
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Except to the extent indicated above, CWI has no specific present plans or
proposals which relate to or would result in: (a) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Eastern
or any of its subsidiaries; (b) a sale or transfer of a material amount of
assets of Eastern or any of its subsidiaries; (c) any change in the present
board of directors or management of Eastern, including any plans or proposals to
change the number of term of directors or to fill any existing vacancies on the
board of directors; (d) any material change in the present capitalization or
dividend policy of Eastern; (e) any other material change in Eastern's business
or corporate structure; (f) changes in Eastern's charter or bylaws or other
actions which may impede the acquisition of control of Eastern by any person;
(g) causing a class of securities of Eastern to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (h) a class of
equity securities of Eastern becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) any
action similar to any of these enumerated above.
5. Interest in Securities of the Issuer.
CWI beneficially owns 253,000 shares of common stock of Eastern. Based upon
information contained in the most recently available filing by Eastern with the
Securities and Exchange Commission, these shares contribute approximately 4.5%
of Eastern's issued and outstanding common stock.
The following table sets forth information with respect to the shares of
the common stock of Eastern acquired or sold in the past 5 months. CWI has the
sole power to vote, and to dispose of the Eastern Shares. To CWI's best
knowledge, no shares of Eastern's issued and outstanding common stock are
beneficially owned by any of its executive officers or directors, nor have these
individuals effected any transactions in the shares in the past 5 months.
Average
Date Transaction Shares Price/Share
01/31/96 Bought 21,300 1.47
01/31/96 Bought 25,000 1.47
02/29/96 Bought 12,000 1.52
02/29/96 Bought 5,000 1.47
03/15/96 Bought 12,800 1.47
04/15/96 Sold (75,000) (1.64)
04/15/96 Sold ( 4,000) (1.84)
04/15/96 Sold (10,000) (1.81)
04/12/96 Sold (10,000) (1.78)
04/16/96 Sold ( 6,000) (1.84)
04/16/96 Sold (15,000) (1.84)
04/17/96 Sold ( 9,000) (1.84)
04/18/96 Sold (25,000) (2.09)
04/18/96 Sold (25,600) (2.00)
04/18/96 Sold (25,000) (2.16)
04/19/96 Sold (20,000) (2.22)
04/24/96 Bought 1,000 3.19
04/23/96 Sold (30,000) (2.33)
04/24/96 Bought 1,000 3.13
04/24/96 Bought 1,000 3.13
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6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
7. Material to be Filed as Exhibits.
None
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APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS
CONTINENTAL WASTE INDUSTRIES, INC.
Name Title Address
Carlos E. Aguero Chief Executive Officer 67 Walnut Avenue
President/Director Clark, NJ 07066
Thomas A. Volini Chief Operating Officer 4052 Franklin Avenue
Chairman Western Springs, IL 60558
Michael Drury Chief Financial Officer 67 Walnut Avenue
Senior Vice President Clark, NJ 07066
Jeffrey E. Levine Senior Vice President 67 Walnut Avenue
General Counsel and Clark, NJ 07066
Secretary
Richard J. Carlson Director 2518 N. Bernard St.
Chicago, IL 60647
Bret R. Maxwell Director 3729 Dauphine Road
Northbrook, IL 60062
Donald H. Haider Director 5347 N. Lakewood Ave
Chicago, IL 60640
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SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated this 7th day of May, 1996.
CONTINENTAL WASTE INDUSTRIES, INC.
By: /s/ Jeffrey E. Levine
Senior Vice President
General Counsel and Secretary
