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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Allied Waste Industries, Inc.
American Disposal Services, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[ALLIED WASTE INDUSTRIES INC. LOGO] [AMERICAN D.S. INC. LOGO]
September 30, 1998
Dear Stockholders of Allied Waste Industries, Inc. and American Disposal
Services, Inc.:
By now, you should have received your Joint Proxy Statement and Prospectus
for the Special Meetings of Stockholders of Allied Waste Industries, Inc.
("Allied Waste") and American Disposal Services, Inc. ("American").
At the Special Meetings you will be asked to approve and adopt the
Agreement and Plan of Merger, dated as of August 10, 1998, by and among Allied
Waste, AWIN II Acquisition Corporation ("Acquisition"), a wholly owned
subsidiary of Allied Waste, and American providing for, among other things, the
merger (the "Merger") of Acquisition with and into American and the issuance by
Allied Waste of 1.65 shares of Allied Waste common stock, par value $.01 per
share for each outstanding share of American common stock, par value $.01 per
share.
The Boards of Directors of Allied Waste and American believe that the
proposed Merger is in the best interests of Allied Waste, American and their
stockholders and unanimously recommend that you vote for these proposals. If you
have not voted, we urge you to do so by completing, signing, and returning a
proxy card.
We would like you to know that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the Merger has expired. In addition, American has amended the terms of its
Amended and Restated 1996 Stock Option Plan ("Plan") to provide that each option
to purchase shares of American common stock ("American Options") which remains
unexercised will no longer terminate upon consummation of the Merger but will be
converted into an option to purchase that number of shares of Allied Waste
common stock equal to 1.65 times the number of shares of American common stock
covered by the American Option at an exercise price per share equal to the
exercise price per American Option divided by 1.65. The options to purchase
Allied Waste common stock shall be exercisable at any time and shall be governed
by the other terms of the Plan. Accordingly, options shall terminate 90 days
after termination of an employment or consulting arrangement with Allied Waste
(as successor to American), in the case of American employees, and one year
after termination of director status, in the case of non-employee directors of
American. As of September 29, 1998, American Options to acquire approximately
501,417 shares of American common stock had an exercise price in excess of the
$40.125 per share closing price for American common stock as reported on the
Nasdaq Stock Market on such date, of which American Options to acquire
approximately 496,917 shares of American common stock were held by the directors
and executive officers of American, with Messrs. Richard DeYoung, Richard T.
Kogler, Stephen P. Lavey, Lawrence R. Conrath, Sr. and John J. McDonnell and
Mses. Ann L. Straw and Mary T. Ryan holding approximately 157,895; 75,188;
46,992; 30,075; 30,075; 46,617 and 30,075, respectively, of these American
Options.
Unless you have already voted, regardless of the number of shares you hold
or whether you plan to attend the Special Meeting, we urge you to complete,
sign, and return your proxy card immediately. If you would like to receive an
additional copy of the Joint Proxy Statement and Prospectus, have questions or
would like to change your vote, please contact D.F. King & Co., Inc. at (800)
290-6424 if you are an Allied Waste stockholder and Innisfree M&A Incorporated
at (888) 891-1144 if you are an American stockholder. Thank you for your
support.
Allied Waste Industries, Inc. American Disposal Services, Inc.
