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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-64807
PROSPECTUS
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7,500,000 SHARES
EASTERN ENVIRONMENTAL SERVICES, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 7,500,000 shares (the "Shares") of
common stock ("Common Stock") of Eastern Environmental Services, Inc., a
Delaware corporation (the "Company"), which may be issued from time to time in
the future by the Company on the completion of acquisitions of assets,
businesses or securities, or on the payment of dividends on or conversion of
shares of preferred stock or the conversion of or payment of interest on
convertible debt securities issued in connection with such acquisitions (the
"Offering").
It is expected that the terms of acquisitions involving the issuance of the
Shares of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the assets, businesses or
securities to be acquired, and that the Shares of Common Stock issued will be
valued at prices reasonably related to the market price of the Common Stock
either at the time an agreement is entered into concerning the terms of the
acquisition or at or about the time the Shares are delivered. No underwriting
discounts or commissions will be paid, although finder's fees may be paid in
connection with certain acquisitions. Any person receiving such fees may be
deemed to be an "underwriter" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and any such fee may be deemed to be
underwriting commissions or discounts under the Securities Act.
This Prospectus, as amended or supplemented if appropriate, has also been
prepared for use, and with the Company's permission may be used, by the persons
who have received or will receive shares issued in Company acquisitions,
including Shares sold hereunder and who wish to offer and sell such Shares, upon
terms then obtainable, in transactions in which they may be deemed underwriters
within the meaning of the Securities Act. Any profits realized on such sales by
such persons may be regarded as underwriting compensation under the Securities
Act. See "Outstanding Securities Covered by this Prospectus."
At the close of business on October 26, 1998, the Company had 36,962,380
shares of Common Stock outstanding. Those shares are listed for trading on The
NASDAQ National Market ("Nasdaq"). Application will be made to list the Shares
of Common Stock covered by this Prospectus on Nasdaq. The Common Stock is traded
on Nasdaq under the symbol "EESI." On October 26, 1998, the last reported sale
price for the Common Stock as reported by Nasdaq was $28 per share.
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PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS OCTOBER 27, 1998.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
THE REGISTERED STOCKHOLDERS OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE SUCH DATE.
TABLE OF CONTENTS
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PAGE
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Available Information............................................. 2
Incorporation of Certain Documents by Reference................... 2
Risk Factors...................................................... 5
Use of Proceeds................................................... 15
The Company....................................................... 15
Recent Developments............................................... 15
Registered Stockholders........................................... 16
Plan of Distribution.............................................. 17
Legal Matters..................................................... 17
Experts........................................................... 17
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660,853 SHARES
Common Stock
EASTERN ENVIRONMENTAL SERVICES, INC.
PROSPECTUS
OCTOBER 27, 1998
