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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT
American Disposal Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3858494
(State of organization or incorporation) (IRS Employer
Identification No.)
745 McClintock Drive
Burr Ridge, Illinois 60521
(Address of principal executive offices) (Zip code)
If this form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. _____
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. _____
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1: Description of Registrant's Securities to be
Registered.
The securities to be registered are Common Stock, par
value $.01 per share (the "Common Stock"). Information
concerning the Common Stock is included under the
caption "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on May 31,
1996, as amended (Registration No. 333-04889), and is
incorporated herein by reference.
Item 2: Exhibits
The following exhibits are being filed with this
Registration Statement:
A. Amended and Restated Certificate of Incorporation
of Registrant (incorporated by reference to
Exhibits 3.1 and 3.2 to the Company's Registration
Statement on Form S-1 filed on May 31, 1996, as
amended (Registration No. 333-4889))
B. By-laws of Registrant (incorporated by reference
to Exhibit 3.3 to the Company's Registration
Statement on Form S-1 filed on May 31, 1996, as
amended (Registration No. 333-4889))
C. Specimen Certificate of Common Stock, par value
$.01 per share, of Registrant (incorporated by
reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 filed on May
31, 1996, as amended (Registration No. 333-4889))
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
AMERICAN DISPOSAL SERVICES, INC.
By: /s/ Ann L. Straw
Ann L. Straw
Vice President
Dated: July 12, 1996
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Proskauer Rose Goetz & Mendelsohn LLP
1585 Broadway
New York, NY 10036
(212) 969-3013
July 12, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: American Disposal Services, Inc.
Ladies and Gentlemen:
On behalf of our client, American Disposal Services,
Inc. (the "Company"), we are transmitting herewith its Form 8-A
Registration Statement. The filing fee of $250.00 is being
transmitted via wire transfer to the U.S. Treasury Lock Box.
The Company has pending a Registration Statement on
Form S-1 (the "S-1"), Registration No. 333-4889, which it filed
with the Securities and Exchange Commission on May 31, 1996 and
which it amended, by filing Amendment No. 1 to the S-1, on July
12, 1996. It is requested that the Registration Statement
transmitted herewith be coordinated with the S-1, ass amended, so
that the Registration Statement can become effective concurrently
with the S-1.
If any further information or documentation is
required, kindly contact the undersigned at (212) 969-3013,
Stephen W. Rubin at (212) 969-3330 or Martin Klein (212) 969-
3236.
Sincerely,
/s/ Amy Y. Kim
Amy Y. Kim
