<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-64791
PROSPECTUS
- ----------
660,853 SHARES
EASTERN ENVIRONMENTAL SERVICES, INC.
COMMON STOCK
This Prospectus relates to 504,603 shares of Common Stock (the "Common
Stock") of Eastern Environmental Services, Inc. (the "Company") currently
outstanding (the "Outstanding Shares") and 156,250 shares of Common Stock (the
"Warrant Shares") issuable upon exercise of a common stock purchase warrant of
the Company (the "Warrant") (the Outstanding Shares and the Warrant Shares are
collectively referred to herein as the "Shares"). The Shares are being offered
for sale pursuant to this Prospectus (the "Offering"), from time to time, by or
for the account of the stockholders named herein (the "Registered
Stockholders"). See "Registered Stockholders." The Company will not receive any
of the proceeds of the Offering.
The Warrant was granted to Sanders Morris Mundy Inc. as partial
consideration for acting as a broker in connection with a private placement of
securities by the Company in August 1996 and all of the Outstanding Shares were
issued by the Company in connection with acquisitions of solid waste management
businesses since March 1998. All of the Shares are included in this Prospectus
pursuant to the exercise of registration rights granted the holders thereof in
connection with such private placement and acquisitions.
The Registered Stockholders, either directly, through agents designated or
to be designated from time to time by them, or through underwriters or dealers,
may sell the Shares from time to time on terms to be determined by the
Registered Stockholders at the time of sale. The Registered Stockholders may
also seek, to the extent permitted by applicable laws, to sell the Shares in
transactions under Rule 144 of the Securities Act of 1933, as amended (the
"Securities Act").
All expenses of the Offering, other than commissions or discounts of
broker-dealers, will be borne by the Company. It is estimated that such
expenses to be borne by the Company will approximate $28,000.
The Registered Stockholders and any broker-dealers, agents, underwriters or
dealers that participate with the Registered Stockholders in the distribution of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Common Stock is currently traded on the Nasdaq National Market under
the symbol "EESI." The closing sale price of the Common Stock on the Nasdaq
National Market on October 26, 1998 was $28 per share.
__________________
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 5 OF THIS PROSPECTUS FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS.
__________________
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.
__________________
The date of this Prospectus is October 27, 1998
1
<PAGE>
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
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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
</TABLE>
660,853 SHARES
Common Stock
EASTERN ENVIRONMENTAL SERVICES, INC.
PROSPECTUS
OCTOBER 27, 1998
