<PAGE>
[LOGO]
September 26, 1997
Dear Stockholder:
It is my pleasure to invite you to a Special Meeting of Stockholders of
American Disposal Services, Inc. to be held on Tuesday, October 7, 1997, at
9:30 A.M., New York time, at the offices of Proskauer Rose LLP, 1585
Broadway, 26th Floor, New York, New York 10036.
Whether or not you plan to attend and regardless of the number of shares you
own, it is important that your shares be represented at the meeting.
Accordingly, you are urged to sign, date and return your proxy promptly in
the enclosed envelope, which requires no postage if mailed in the United
States.
I sincerely hope you will be able to join us at the meeting. The officers
and directors of the Company look forward to seeing you at that time.
Sincerely,
Richard De Young
President and Chief Executive Officer
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AMERICAN DISPOSAL SERVICES, INC.
745 McClintock Drive
Suite 230
Burr Ridge, Illinois 60521
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A Special Meeting of Stockholders of AMERICAN DISPOSAL SERVICES, INC. (the
"Company") will be held at the offices of Proskauer Rose LLP, 1585 Broadway,
26th Floor, New York, New York 10036, on Tuesday, October 7, 1997, at 9:30 A.M.,
local time, for the following purposes:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of shares of Common Stock, $.01 par
value, which the company is authorized to issue from 20 million shares to
60 million shares; and
2. To transact any such other business as may properly come before the meeting
and any adjournments thereof.
Only stockholders of record at the close of business on
September 26, 1997 are entitled to vote at the meeting and at any
adjournments thereof.
IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE SIGN AND DATE THE ENCLOSED
PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Ann L. Straw
Secretary
September 26, 1997
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AMERICAN DISPOSAL SERVICES, INC.
745 McClintock Drive
Suite 230
Burr Ridge, Illinois 60521
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
October 7, 1997
The accompanying proxy is solicited by and on behalf of the Board of
Directors of American Disposal Services, Inc., a Delaware corporation (the
"Company"), to be used at the Special Meeting of Stockholders to be held at
the offices of Proskauer Rose LLP, 1585 Broadway, 26th Floor, New York, New
York 10036, on Tuesday, October 7, 1997, at 9:30 A.M., local time, and at any
adjournments thereof.
When the accompanying proxy is properly executed and returned, the
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), it represents will be voted at the meeting in accordance with any
directions noted thereon and, if no direction is indicated, the shares it
represents will be voted: (i) FOR the approval of an amendment (the
"Amendment") to the Company's Restated Certificate of Incorporation to
increase the number of shares of Common Stock which the Company is authorized
to issue from 20 million shares to 60 million shares; and (ii) in the
discretion of the holders of the proxy with respect to any other business
that may properly come before the meeting and at any adjournments thereof.
Any stockholder signing and delivering a proxy may revoke it at any time
before it is voted by delivering to the Secretary of the Company a written
revocation or a duly executed proxy bearing a date later than the date of the
proxy being revoked. Any stockholder attending the meeting in person may
withdraw his proxy and vote his shares.
The cost of this solicitation of proxies will be borne by the Company.
Solicitations will be made primarily by mail; however, officers and regular
employees of the Company may solicit proxies personally or by telephone or by
telegram. Those persons will not be compensated specially for such services.
The Company may reimburse brokers, banks, custodians, nominees, and
fiduciaries holding shares of Common Stock in their names or in the names of
their nominees for their reasonable charges and expenses in forwarding
proxies and proxy material to the beneficial owners of such shares.
A copy of the Notice of Special Meeting of Stockholders accompanies this
Proxy Statement. The approximate date on which this Proxy Statement first
will be mailed to stockholders of the Company is September 26, 1997.
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VOTING RIGHTS
Only holders of record of shares of Common Stock at the close of
business on September 26, 1997 will be entitled to notice of and to vote at
the Special Meeting of Stockholders. On that date, the Company had
outstanding 14,804,542 shares of Common Stock, the holders of which are
entitled to one vote per share on each matter to come before the Special
Meeting. Voting rights are non-cumulative.
The presence, in person or by proxy, of stockholders holding a majority
of the outstanding shares of Common Stock will constitute a quorum at the
Annual Meeting. The affirmative vote of a majority of the outstanding shares
of Common Stock will be required for approval of the Amendment. Abstentions
and broker non-votes (which occur when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that item and has
not received instructions from the beneficial owner) are counted for purposes
of determining the presence or absence of a quorum at the meeting.
Abstentions are counted in tabulations of the votes cast on proposals
presented to stockholders, but broker non-votes are not counted for purposes
of determining whether a proposal has been approved.
OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
As of September 15, 1997, the persons listed in the following table were
the only persons known to the Company to be the beneficial owners of more
than five percent of the Company's outstanding shares of Common Stock.
Number of
Shares
of Common Percent
Stock of
Name and Address Beneficially Common
of Beneficial Owner Owned Stock
- ------------------- ------------ -------
Charterhouse Environmental Holdings, L.L.C. (1) 1,867,289 12.6%
Charterhouse Equity Partners II, L.P. (2) 2,511,973 17.0%
- ---------------
(1) The address of Charterhouse Environmental Holdings, L.L.C. ("Charter
Environmental") is c/o Charterhouse Group International, Inc., 535 Madison
Avenue, New York, New York 10022. Charterhouse Equity Partners, L.P. ("CEP")
and StollerCo Partners, L.P. are the members of Charter Environmental, with a
majority of the ownership interests being held by CEP. The general partner
of CEP is CHUSA Equity Investors, L.P., whose general partner is Charterhouse
Equity, Inc., a wholly-owned subsidiary of Charterhouse Group International,
Inc. ("Charterhouse"). As a result of the foregoing, all of the shares of
Common Stock held by Charter Environmental would, for purposes of Section
13(d) of the Securities Exchange Act of 1934, be considered to be
beneficially owned by Charterhouse.
(2) The address of Charterhouse Equity Partners II, L.P. ("CEP II") is
c/oCharterhouse Group International, Inc., 535 Madison Avenue, New York, New
York 10022. The general partner of CEP II is CHUSA Equity Investors II,
L.P., whose general partner is Charterhouse Equity II, Inc., a wholly-owned
subsidiary of Charterhouse. As a result of the foregoing, all of the shares
of Common Stock held by CEP II would, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, be considered to be beneficially owned by
Charterhouse.
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The table below and the paragraphs that follow it present certain information
concerning the ownership of Common Stock by the directors and executive
officers of the Company.
<TABLE>
<CAPTION>
Number of
Shares of
Common Stock
beneficially
owned
as of Percent of
Directors and Positions and Offices September Common
Executive Officers with the Company 15, 1997 Stock
- ------------------------------ --------------------- -------------- -----------
<S> <C> <C> <C>
David C. Stoller (1)(2) Chairman; Director 124,171 *
Richard De Young (1)(3) President; Chief 124,587 *
Executive Officer;
and Director
Merril M. Halpern (2) Director -- --
A. Lawrence Fagan (2) Director -- --
Richard T. Henshaw, III (2) Director -- --
G.T. Blankenship (4) Director 100,935 *
Norman Steisel Director -- --
Richard Kogler (1) Vice President; Chief 17,755 *
Operating Officer
Ann L. Straw (1)(5) Vice President; General 12,080 *
Counsel and Secretary
Lawrence R. Conrath, Sr.(1)(6) Vice President; 20,426 *
Controller
John J. McDonnell (1)(7) Vice President - 29,958 *
Engineering
Mary T. Ryan (8) Vice President - 7,000 *
Corporate Affairs
Stephen P. Lavey Vice President; Chief -- --
Financial Officer
All directors and executive 436,912 2.9%
officers as a group (13
persons) (1)
</TABLE>
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* Less than one percent.
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(1) Includes options exercisable within 60 days of September 15, 1997 to
purchase 124,171, 122,120, 17,755, 28,962, 19,528 and 11,880 shares granted
under the Company's Stock Option Plan to Messrs. Stoller, DeYoung, Kogler,
McDonnell and Conrath and Ms. Straw, respectively. For purposes of computing
the percentage of outstanding shares beneficially held by each person or
group of persons named above on a given date, any security which such person
or persons has the right to acquire within 60 days after such date is deemed
to be beneficially owned for the purpose of computing the percentage
ownership of such person or group of persons, but is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person.
(2) Merril M. Halpern and A. Lawrence Fagan are executive officers,
directors and stockholders of Charterhouse and Richard T. Henshaw, III and
David C. Stoller are executive officers of Charterhouse. Messrs. Halpern,
Fagan, Henshaw and Stoller each disclaim beneficial ownership of the shares
of Common Stock beneficially owned by Charterhouse.
(3) Includes 2,467 shares held jointly by Mr. De Young and his wife.
(4) Includes 7,995 shares held by Mr. Blankenship's wife, of which Mr.
Blankenship disclaims beneficial ownership.
(5) Includes 200 shares held by Ms. Straw's minor children.
(6) Includes 498 shares held jointly by Mr. Conrath and his wife and 400
shares held in an IRA for the benefit of Mr. Conrath.
(7) Includes 996 shares held by Mr. McDonnell's minor children.
(8) Includes 6,000 shares held in an IRA for the benefit of Ms. Ryan and
1,000 shares held jointly by Ms. Ryan and her husband.
<PAGE>
APPROVAL OF THE AMENDMENT
General
The Restated Certificate of Incorporation currently authorizes the
issuance of up to 20 million shares of Common Stock and up to 5 million
shares of Preferred Stock, $.01 par value. The Board of Directors is
proposing to amend the Company's Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 20 million
shares to 60 million shares. As of September 15, 1997 there were 14,804,542
shares of Common Stock outstanding and no shares of Preferred Stock
outstanding.
Recommendation of Board of Directors
The additional authorized shares of Common Stock that would be available
for issuance, if the proposed Amendment is approved, may be issued for any
proper corporate purpose by the Board of Directors at any time without
further shareholder approval (subject, however, to applicable statutes and
the rules of The Nasdaq National Stock Market which require shareholder
approval for the issuance of shares in certain circumstances). The Board of
Directors believes it is desirable to give the Company this flexibility in
considering such matters as stock dividends, raising additional capital,
acquisitions, or other corporate purposes. The authorization of such shares
will enable the Company to act promptly and without additional expense if
appropriate circumstances arise which require the issuance of such shares.
Pursuant to certain acquisition agreements, the company may in the future be
required to issue additional shares of Common Stock. The Company is also
obligated to issue up to an aggregate of 1,554,214 shares of Common Stock
pursuant to presently outstanding stock options and warrants. On September
25, 1997, the company filed a Registration Statement with the Securities and
Exchange Commission relating to an underwritten public offering of 5,500,000
shares of Common Stock, of which 3,500,000 shares are being sold by the
Company and 2,000,000 shares are being sold by certain stockholders of the
Company (the "Selling Stockholders"). In connection with this offering, the
underwriters have requested that the Company grant them the option to
purchase up to 825,000 additional shares of Common Stock for the purpose of
covering over-allotments (the "Over-allotment Option"). If the stockholders
do not approve the increase in the number of authorized shares at the Special
Meeting, the Company will not have a sufficient number of authorized shares
to grant the underwriters the Over-allotment Option. In such event such
shares will be sold by the Selling Stockholders. Holders of Common Stock are
not entitled to preemptive rights, and to the extent that any additional
shares of Common Stock or securities convertible into Common Stock may be
issued on other than a pro rata basis to current stockholders, the present
ownership position of current stockholders may be diluted.
The increase in the number of authorized shares of Common Stock has not
been proposed for any anti-takeover purpose, and the Board of Directors and
executive officers of the Company have no knowledge of any current effort to
obtain control of the Company or to accumulate large amounts of its Common
Stock. However, the availability of additional shares of Common Stock could
make any attempt to gain control of the Company or of the Board of Directors
more difficult. Shares of authorized but unissued Common Stock could be
issued in an effort to dilute the stock ownership and voting power of any
person or entity desiring to acquire control of the Company, which might have
the effect of discouraging or making less likely such a change of control.
Such shares could also be issued to other persons or entities who support the
Board of Directors in opposing a takeover attempt that the Board of Directors
has deemed not to be in the best interests of the Company and its
shareholders.
<PAGE>
The Board of Directors of the Company unanimously recommends that
stockholders vote in favor of the proposal to approve the Amendment. The
Directors and executive officers of the Company, together with certain large
stockholders of the Company, which together hold approximately 30% of the
outstanding Common Stock, have indicated to the Company that they intend to
vote their shares of Common Stock in favor of this proposal.
Rights of Dissenting Stockholders
Under Delaware law, shareholders of the Company who object to the
proposal to approve the Amendment will not be afforded appraisal rights.
STOCKHOLDERS PROPOSALS
Stockholders of the Company wishing to include proposals in the proxy
material in relation to the annual meeting of the Company to be held in 1998
must submit the same in writing so as to be received at the executive office
of the Company on or before December 31, 1997. Such proposals must also meet
the other requirements of the rules of the Securities and Exchange Commission
relating to stockholders' proposals.
OTHER BUSINESS
The Board of Directors does not know of any other business to be
presented at the meeting and does not intend to bring any other matters
before the meeting. However, if any other matters properly come before the
meeting or any adjournments thereof, it is intended that the persons named in
the accompanying proxy will vote thereon according to their best judgment in
the interests of the Company.
By Order of the Board of Directors,
Ann L. Straw
Secretary
September 26, 1997
STOCKHOLDERS ARE REQUIRED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR
COOPERATION WILL BE APPRECIATED.
<PAGE>
PROXY
AMERICAN DISPOSAL SERVICES, INC.
745 MCCLINTOCK DRIVE
SUITE 230
BURR RIDGE, ILLINOIS 60521
SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON OCTOBER 21, 1997
The undersigned hereby appoints DAVID C. STOLLER, RICHARD DE YOUNG and ANN
L. STRAW, or any of them, with the power of substitution, as proxies and hereby
authorizes them to represent and to vote, as designated below, all shares of
Common Stock of American Disposal Services, Inc. (the "Corporation") held of
record by the undersigned at the close of business on September 26, 1997 at the
Special Meeting of Stockholders to be held on October 21, 1997.
<TABLE>
<S> <C> <C> <C>
1. PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon any other business that may properly come
before the meeting and any adjournments thereof.
</TABLE>
(Continued and to be SIGNED on other side)
<PAGE>
(Continued from other side)
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated: ------------------------------------,
1997
- ------------------------------------------------
Signature
- ------------------------------------------------
Signature, if held jointly
Please sign exactly as your name appears on this
Proxy. If shares are registered in more than one
name, the signatures of all such persons are
required. A corporation should sign in its full
corporate name by a duly authorized officer,
stating such officer's title. Trustees,
guardians, executors and administrators should
sign in their official capacity giving their
full title as such. A partnership should sign in
the partnership name by an authorized person,
stating such person's title and relationship to
the partnership.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.
No postage is required if mailed in the United States of America.
