<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1997
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AMERICAN DISPOSAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4953 13-3858494
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
</TABLE>
745 MCCLINTOCK DRIVE
SUITE 230
BURR RIDGE, ILLINOIS 60521
(630) 655-1105
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ANN L. STRAW, ESQ.
AMERICAN DISPOSAL SERVICES, INC.
745 MCCLINTOCK DRIVE
SUITE 230
BURR RIDGE, ILLINOIS 60521
(630) 655-1105
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------
COPIES TO:
STEPHEN W. RUBIN, ESQ. HOWARD L. SHECTER, ESQ.
Proskauer Rose LLP Morgan, Lewis & Bockius LLP
1585 Broadway 101 Park Avenue
New York, New York 10036 New York, New York 10178
(212) 969-3000 (212) 309-6000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ Registration No.
333-36389
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF ADDITIONAL REGISTRATION FEE
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<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE(4)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share............ 512,000 $30.50 $15,616,000 $4,732
</TABLE>
(1) Includes 12,000 shares that the Underwriters have the option to purchase
from the Selling Stockholders to cover over-allotments, if any.
(2) Does not include 6,325,000 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The maximum offering price per share and the maximum aggregate offering
price are based on the offering price for the shares of the Company's Common
Stock offered hereby.
(4) Calculated pursuant to Rule 457(c)
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed pursuant to Rule 462 of the Securities Act
of 1933, as amended, by American Disposal Services, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") hereby incorporates by
reference the contents of the Registration Statement on Form S-3 (File No.
333-36389) relating to the offering of up to 6,325, 000 shares of Common Stock
of the Company filed on September 25, 1997, as amended by Amendment No. 1
thereto filed on October 22, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $4,732 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 23, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on October 23, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Burr Ridge,
State of Illinois, on October 22, 1997.
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<S> <C> <C>
AMERICAN DISPOSAL SERVICES, INC.
By: /s/ RICHARD DE YOUNG
-----------------------------------------
Richard De Young
PRESIDENT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
*
- ------------------------------ Chairman and Director October 22, 1997
David C. Stoller
/s/ RICHARD DE YOUNG
- ------------------------------ President, Chief Executive October 22, 1997
Richard De Young Officer and Director
* Chief Financial Officer
- ------------------------------ (principal financial October 22, 1997
Stephen P. Lavey officer)
* Vice President and
- ------------------------------ Controller (principal October 22, 1997
Lawrence R. Conrath, Sr. accounting officer)
*
- ------------------------------ Director October 22, 1997
Merril M. Halpern
*
- ------------------------------ Director October 22, 1997
A. Lawrence Fagan
*
- ------------------------------ Director October 22, 1997
Richard T. Henshaw, III
*
- ------------------------------ Director October 22, 1997
G. T. Blankenship
*
- ------------------------------ Director October 22, 1997
Norman Steisel
*By: /s/ RICHARD DE YOUNG
-------------------------
Richard De Young
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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<C> <S>
5.1 Opinion of Proskauer Rose LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Proskauer Rose LLP (included in exhibit 5.1)
24.1 Powers of Attorney are set forth on the signature pages hereof
</TABLE>
<PAGE>
EXHIBIT 5.1
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036-8299
October 22, 1997
American Disposal Services, Inc.
745 McClintock Drive
Suite 230
Burr Ridge, IL 60521
Re: Registration Statement on Form S-3
Pursuant to Rule 462
File No. 333-____________________
Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement, as amended (the "Registration Statement"), filed by
American Disposal Services, Inc., a Delaware corporation (the "Company"), with
the Securities and Exchange Commission pursuant to Rule 462 under the Securities
Act of 1933, as amended, relating to 500,000 shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), to be sold to the
underwriters by certain Selling Stockholders, and up to 12,000 additional shares
of Common Stock to cover over-allotment options granted to the underwriters (the
"Shares") from the Selling Stockholders, for sale to the public pursuant to an
underwritten public offering.
As counsel to the Company, we have examined such corporate records, other
documents and questions of law as we have considered necessary or appropriate
for the purpose of this opinion, including the Certificate of Incorporation, as
amended, and the By-laws of the Company, the Registration Statement and the
exhibits thereto, including the form of underwriting agreement relating to the
Shares filed as Exhibit 1.1 to the Registration Statement (the "Underwriting
Agreement"), and we have made such investigations of law as we have deemed
necessary in order to render the opinion hereinafter set forth. In such
examinations, we have assumed the genuineness of signatures and the conformity
to original documents of the documents supplied to us as copies. As to relevant
questions of fact material to our opinion, we have relied upon statements and
certificates of officers and representatives of the Company.
In giving this opinion, we have assumed that the certificates for the
Shares, when issued, will have been duly executed on behalf of the Company by
the Company's transfer agent and registered by the Company's registrar and will
conform, except as to denominations, to specimens we have examined.
<PAGE>
October 23, 1997
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
1. The Shares have been authorized;
2. The Shares to be sold by the Selling Stockholders have been validly
issued and are fully paid and non-assessable.
We hereby consent to the references to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
PROSKAUER ROSE LLP
By: /s/ Proskauer Rose LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated August 1, 1997 with respect to the financial
statements of Fred B. Barbara Companies and our report dated February 26, 1997
(except as to Note 5 for which the date is March 21, 1997 and except as to Note
10 for which the date is March 25, 1997) with respect to the financial
statements of American Disposal Services, Inc. in the Registration Statement
(Form S-3) and the related Prospectus of American Disposal Services, Inc. for
the registration of up to 512,000 shares of its common stock.
We also consent to the incorporation by reference therein of our report
dated March 17, 1997 with respect to the financial statements of Liberty
Disposal, Inc. for the years ended December 31, 1995 and 1996 included in the
Current Report on Form 8-K dated May 29, 1997 filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
October 20, 1997
