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PROSPECTUS SUPPLEMENT
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(TO PROSPECTUS DATED JUNE 20, 1997)
539,917 SHARES
AMERICAN DISPOSAL SERVICES, INC.
COMMON STOCK
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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 seven solid waste landfills and owns,
operates or has exclusive contracts to receive waste from 16 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 53 solid waste businesses, including six
solid waste landfills and 47 solid waste collection companies.
This Prospectus Supplement relates to an aggregate of up to 539,917 shares
("Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
the Company which are issuable by the Company to certain stockholders (the
"Selling Stockholders") of Illinois Bulk Handlers, Inc. ("Bulk Handlers"),
Shred- All Recycling Systems, Inc. ("Shred-All"), Fred B. Barbara Trucking Co.,
Inc. ("Trucking") and Environtech, Inc. ("Environtech," collectively the
"Barbara Companies") in connection with the Company's acquisition of the
outstanding shares of common stock of the Barbara Companies (the "Acquisition").
This Prospectus Supplement also relates to the offer for sale or other
distribution of Shares by the Selling Stockholders 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 the Selling Stockholders 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 the Selling Stockholders. See "Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"ADSI." On September 9, 1997, the last reported sales price for the Common
Stock as reported by NASDAQ was $30.75 per share.
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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 September 10, 1997.
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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 seven solid waste landfills and owns, operates or has exclusive contracts
to receive waste from 16 transfer stations. The Company's landfills and transfer
stations are supported by its collection operations, which currently serve over
305,000 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 53 solid waste businesses, including six solid waste
landfills and 47 solid waste collection companies.
The Company began its operations in the Midwest and currently has
operations in Arkansas, Connecticut, Illinois, Indiana, Kansas, Kentucky,
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 two landfills
and 17 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 15 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, Rhode Island, and southwestern Indiana regions.
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 230, Burr Ridge, Illinois 60521, and its telephone number is (630)
655-1105.
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RECENT DEVELOPMENTS
THE ACQUISITION
The Company has agreed to acquire the Barbara Companies, which provide
solid waste collection, transportation, processing, hauling, transfer and
disposal services in northern Illinois. In addition, as part of the
Acquisition, the Company will acquire the Environtech landfill, which services
the Chicago metropolitan area. The Company will acquire the outstanding stock
of the Barbara Companies in exchange for a total initial payment of $58,500,000,
payable in $43,875,000 cash and 539,917 shares of Common Stock. Such
consideration is subject to increases in the event certain performance criteria
are achieved in the future, as provided in the Purchase Agreement.
COMPLETED ACQUISITIONS
The Company has completed 53 acquisitions of solid waste companies since
January 1993, which are summarized in the table below.
<TABLE>
<CAPTION>
Company Business Principal Location Date Acquired
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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, MO April 1993
Tate's Transfer Transfer Station Verona/Aurora, MO April 1993
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
Green Forest, AR December 1993
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, AR August 1994
Southwest Waste Collection Springfield, MO July 1996
Nesvold Sanitation Collection Seneca, MO December 1996
Sparky's Waste Control Collection Springfield, MO January 1997
Cupp Disposal Collection Joplin, MO June 1997
Sunset Disposal, Inc. Landfill and Collection Coffeyville, KS August 1997
L. B. Smith Collection Springfield, MO August 1997
Supreme Sanitation Collection Pittsburg, KS August 1997
OHIO REGION:
Wyandot Landfill Upper Sandusky, OH August 1995
Environmental Transportation and Management Collection Findlay, OH May 1996
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 & Recycling Collection and Transfer Station Mt. Vernon, OH September 1996
D&L Hauling Collection Findlay, OH October 1996
Rutledge Trucking Collection Delaware, OH November 1996
Morrow Sanitary Company Collection Mt. Gilead, OH November 1996
Bowers-Phase II, Inc. Collection and Transfer Station Vickery, OH December 1996
Cargo Services Collection Mt. Gilead, OH December 1996
Rumpke Waste, Inc. (routes) Collection Fostoria, OH December 1996
Christiansen's Collection Sandusky, OH May 1997
D&R Refuse, Inc. Collection Kenton, OH July 1997
</TABLE>
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<TABLE>
<CAPTION>
Company Business Principal Location Date Acquired
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<S> <C> <C> <C>
Geyer Sanitation Collection Galion, OH July 1997
ILLINOIS REGION:
Livingston Landfill Pontiac, IL November 1995
Western Pennsylvania Region:
Clarion Landfill and Collection Leeper, PA June 1995
Mauthe Sanitation Collection Strattanville, PA March 1996
Allied Waste Systems, Inc. Collection Youngstown, OH February 1997
Horodyski Collection Warren, OH April 1997
Township Collection Warren, OH July 1997
RHODE ISLAND REGION:
T&J Trucking Collection Johnston, RI September 1996
American Disposal Services, Inc./N.E.E.D. Collection Johnston, RI September 1996
A-1 Container Collection Rehoboth, MA January 1997
BFI--Derby District Collection and Transfer Station Seymour, CT April 1997
Liberty Disposal Collection Providence, RI May 1997
A. Macera. Collection Johnston, R.I. August 1997
Macera Bros. Collection and Transfer Station Cranston, R.I. August 1997
Southwestern Indiana Region:
WMX-Evansville Landfill, Collection and Transfer Station Evansville, IN April 1997
Action Trash & Disposal Collection Vincennes, IN July 1997
T&G Container Collection and Transfer Station Washington, IN July 1997
Ecospace Business Park, Inc. Collection, Beneficial Reuse and Transfer Station Louisville, KY August 1997
</TABLE>
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 the Selling Stockholders but will pay all expenses
related to the registration of the Shares. See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Stockholders 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 the Selling Stockholders 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 the
Selling Stockholders (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.
The Selling Stockholders 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, the Selling Stockholders will be subject to
applicable provisions of the
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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 the Selling Stockholders. 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.
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