PROSPECTUS SUPPLEMENT
(To Prospectus dated June 20, 1997)
87,888 SHARES
AMERICAN DISPOSAL SERVICES, INC.
COMMON STOCK
________________________
American Disposal Services, a Delaware corporation (the
"Company"), is a regional, integrated, non-hazardous solid waste
services company that provides solid waste collection, transfer
and disposal services primarily in the Midwest and in the
Northeast. The Company owns six solid waste landfills and owns,
operates or has exclusive contracts to receive waste from 13
transfer stations. The Company has adopted an acquisition-based
growth strategy and intends to continue its expansion, generally
in its existing and proximate markets. Since January 1993, the
Company has acquired 41 solid waste businesses, including five
solid waste landfills and 36 solid waste collection companies.
This Prospectus Supplement relates to an aggregate of up to
87,888 shares ("Shares") of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company which are issuable by
the Company to Township Garbage Collection, Inc. ("Township") in
connection with the Company's acquisition of substantially all of
the assets of Township (the "Acquisition").
This Prospectus Supplement also relates to the offer for
sale or other distribution of Shares by Township, which will
acquire such Shares in the Acquisition. Such Shares may be sold
or distributed from time to time by or for the account of
Township through underwriters or dealers, through brokers or
other agents, or directly to one or more purchasers, at market
prices prevailing at the time of sale or at prices otherwise
negotiated.
The Company will receive no portion of the proceeds from the
re-sale of the Shares by Township. See "Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market
under the symbol "ADSI." On June 26, 1997, the last reported
sales price for the Common Stock as reported by NASDAQ was $23
per share.
________________________
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 SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus Supplement is July 1, 1997.
THE COMPANY
American Disposal Services is a regional, integrated,
non-hazardous solid waste services company that provides solid
waste collection, transfer and disposal services primarily in the
Midwest and in the Northeast. The Company owns six solid waste
landfills and owns, operates or has exclusive contracts to
receive waste from 13 transfer stations. The Company's landfills
and transfer stations are supported by its collection operations,
which currently serve over 226,000 residential, commercial and
industrial customers. The Company has adopted an
acquisition-based growth strategy and intends to continue its
expansion, generally in its existing and proximate markets. Since
January 1993, the Company has acquired 41 solid waste businesses,
including five solid waste landfills and 36 solid waste
collection companies.
The Company began its operations in the Midwest and
currently has operations in Arkansas, Connecticut, Illinois,
Indiana, Kansas, Massachusetts, Missouri, Ohio, Oklahoma,
Pennsylvania and Rhode Island. The Company's principal growth
strategy is to identify and acquire solid waste landfills located
in markets that are within approximately 125 miles of significant
metropolitan centers and to secure dedicated waste streams for
such landfills by acquisition or development of transfer stations
and acquisition of collection companies. The Company expects the
current consolidation trends in the solid waste industry to
continue as many independent landfill and collection operators
lack the capital resources, management skills and technical
expertise necessary to operate in compliance with increasingly
stringent environmental and other governmental regulations.
Further, several of the national waste management companies have
announced their intention to focus on their core markets and have
recently begun to divest certain of their non-core solid waste
assets, which should present the Company with additional
acquisition opportunities. Due in part to these trends, the
Company believes that significant opportunities exist to expand
and further integrate its operations in each of its existing
markets.
The Company's operating program generally involves a
four-step process: (i) acquiring solid waste landfills in its
target markets; (ii) securing captive waste streams for its
landfills through the acquisition or development of transfer
stations serving those markets, through acquisitions of
collection companies and by entering into long-term contracts
directly with customers or collection companies; (iii) making
"tuck-in" acquisitions of collection companies to further
penetrate its target markets; and (iv) integrating these
businesses into the Company's operations to achieve operating
efficiencies and economies of scale. As part of its acquisition
program, the Company has, and in the future may, as specific
opportunities arise, evaluate and pursue acquisitions in the
solid waste collection and disposal industry that do not strictly
conform to the Company's four-step operating program.
The implementation of the Company's operating program is
substantially complete in its Missouri and Ohio regions. In the
Missouri region (which also includes Arkansas, Kansas and
Oklahoma), the Company has acquired one landfill and 15
collection companies and has acquired, developed or secured
exclusive contracts with six transfer stations. In the Ohio
region, the Company has completed the acquisition of one landfill
and 12 collection companies and has acquired, developed or
secured exclusive contracts with four transfer stations. The
Company is in the second phase of its operating program in its
Illinois, western Pennsylvania and Rhode Island regions, as well
as in the southwestern Indiana region, where the Company began
its operations in April 1997.
The Company's operating strategy emphasizes the integration
of its solid waste collection and disposal operations and the
internalization of waste collected. One of the Company's goals is
for its captive waste streams (which include the Company's
collection operations and third-party haulers operating under
long-term collection contracts) to provide in excess of 50% of
the volume of solid waste disposed of at each of its landfills.
During the year ended December 31, 1996, the Company's captive
waste constituted an average of approximately 61% of the solid
waste disposed of at its landfills. The Company plans to continue
to pursue its acquisition-based growth strategy to increase the
internalization of waste collected and expand its presence in its
existing and proximate markets.
The Company's principal executive offices are located at 745
McClintock Drive, Suite 305, Burr Ridge, Illinois 60521, and its
telephone number is (630) 655-1105.
RECENT DEVELOPMENTS
The Acquisition
The Company has agreed to acquire substantially all of the
assets of Township, which provides residential, commercial and
industrial collection services to customers in Warren, Ohio and
the two adjacent counties of Portage and Mohoning. The
Acquisition is a "tuck-in" with the Company's Youngstown, Ohio
operations, which will provide additional tonnage of internalized
volume at the Clarion Landfill. The Acquisition is structured as
a stock for assets acquisition, where by the Company will acquire
substantially all of the assets of Township in exchange for up to
87,888 shares of Common Stock. The actual number of shares to be
issued in connection with the Acquisition is subject to
adjustment as provided in the Asset Purchase Agreement.
Completed Acquisitions
The Company has completed 41 acquisitions of solid waste
companies since January 1993, which are summarized in the table
below.
Company Business Principal Date Acquired
Location
Missouri Region:
Wheatland Landfill Scammon, KS January 1993
Pittsburg
Sanitation Collection Pittsburg, KS January 1993
Ozark Sanitation Collection Carthage, MO January 1993
Trashmaster Collection Joplin, MO January 1993
A-1 Trash Service Collection Verona/Aurora, April 1993
MO
Tate's Transfer Transfer Verona/Aurora, April 1993
Station MO
Renfro Sanitation Collection Branson, MO June 1993
B&B Trash Collection Pittsburg, KS July 1993
B&B Refuse Collection Neosho, MO December 1993
Apex Sanitation Collection Grove, OK and December 1993
Green Forest,
AR
Epps Sanitation Collection Branson, MO December 1993
Cummings Sanitation Collection Nixa, MO May 1994
Light Hauling Collection Branson, MO August 1994
Poole's Sanitation Collection Bentonville, August 1994
AR
Southwest Waste Collection Springfield, July 1996
MO
Nesvold Sanitation Collection Seneca, MO December 1996
Sparky's Waste Collection Springfield, January 1997
Control MO
Ohio Region:
Wyandot Landfill Upper Sandusky,August 1995
OH
Environmental Collection Findlay, OH May 1996
Transportation
and Management
R&R Waste Disposal Collection Findlay, OH May 1996
Jerry's Rubbish Collection Findlay, OH June 1996
Seneca Disposal Collection Tiffin, OH June 1996
Ross Bros. Waste Collection Mt. Vernon, September 1996
& Recycling and Transfer OH
Station
D&L Hauling Collection Findlay, OH October 1996
Rutledge Trucking Collection Delaware, OH November 1996
Morrow Sanitary Collection Mt. Gilead, OH November 1996
Company
Bowers-Phase II, Collection Vickery, OH December 1996
Inc. and Transfer
Station
Cargo Services Collection Mt. Gilead, OH December 1996
Rumpke Waste, Inc. Collection Fostoria, OH December 1996
(routes)
Christiansen's Collection Sandusky, OH May 1997
Illinois Region:
Livingston Landfill Pontiac, IL November 1995
Western Pennsylvania Region:
Clarion Landfill and Leeper, PA June 1995
and Collection
Mauthe Sanitation Collection Strattanville, March 1996
PA
Allied Waste Collection Youngstown, OH February 1997
Systems, Inc.
Horodyski Collection Warren, OH April 1997
Rhode Island Region:
T&J Trucking Collection Johnston, RI September 1996
American Disposal Collection Johnston, RI September 1996
Services, Inc./
N.E.E.D.
A-1 Container Collection Rehoboth, MA January 1997
BFI Derby District Collection and Seymour, CT April 1997
Transfer
Stations
Liberty Disposal Collection Providence, RI May 1997
Southwestern Indiana Region:
WMX-Evansville Landfill, Evansville, IN April 1997
Collection and
Transfer Station
USE OF PROCEEDS
This Prospectus Supplement relates to Shares being issued by
the Company in order to effect the Acquisition. The Company will
not receive any proceeds from the re-sale of the Shares by
Township but will pay all expenses related to the registration of
the Shares. See "Plan of Distribution."
PLAN OF DISTRIBUTION
Township may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or
other agents or directly to one or more purchasers in
transactions on the NASDAQ, in privately negotiated transactions,
or in the over-the-counter market, or in brokerage transactions,
or in a combination of such transactions. Such transactions may
be effected by Township at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at
negotiated prices, or at fixed prices, which may be changed.
Brokers, dealers, agents or underwriters participating in such
transactions as agent may receive compensation in the form of
discounts, concessions or commissions from Township (and, if they
act as agent for the purchaser of such shares, from such
purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in
excess of those customary in the type of transaction involved.
To the extent required, the Company will file, during any period
in which offers or sales are being made, one or more supplements
to this Prospectus Supplement to set forth any other material
information with respect to the plan of distribution not
previously disclosed.
Township and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be
"underwriters" within the meaning of the Securities Act, and any
discounts, commissions or concessions received by any such
underwriters, brokers, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company can not presently estimate the amount of such
compensation.
Under applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of any of the Shares
may not simultaneously engage in market activities with respect
to the Common Stock for the applicable period under Rule 10b-6
prior to the commencement of such distribution. In addition and
without limiting the foregoing, Township will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rules 10b-5,
10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the Shares by Township. All of the
foregoing may affect the marketability of the Common Stock.
In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition,
in certain states the Common Stock may not be sold unless the
Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is
available and is complied with.
LEGAL MATTERS
The legality of the Common Stock issued hereby will be
passed upon for the Company by Proskauer Rose LLP, 1585 Broadway,
New York, New York 10036.
