PROSPECTUS SUPPLEMENT
(To Prospectus dated June 20, 1997)
443,520 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 seven solid waste landfills and
owns, operates or has exclusive contracts to receive waste from
15 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 49 solid waste businesses,
including six solid waste landfills and 43 solid waste collection
companies.
This Prospectus Supplement relates to an aggregate of up to
443,520 shares ("Shares") of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company which are issuable by
the Company to Macera Bros. of Cranston, Inc. ("Macera Bros.") in
connection with the Company's acquisition of substantially all of
the assets of Macera Bros. (the "Acquisition").
This Prospectus Supplement also relates to the offer for
sale or other distribution of Shares by Macera Bros., 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 Macera
Bros. 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 Macera Bros. See "Plan of
Distribution."
The Common Stock is quoted on the Nasdaq National Market
under the symbol "ADSI." On August 6, 1997, the last reported
sales price for the Common Stock as reported by NASDAQ was $30.50
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 August 8, 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 seven solid waste
landfills and owns, operates or has exclusive contracts to
receive waste from 15 transfer stations. The Company's landfills
and transfer stations are supported by its collection operations,
which currently serve over 264,900 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 49 solid waste businesses,
including six solid waste landfills and 43 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.
RECENT DEVELOPMENTS
The Acquisition
The Company has agreed to acquire substantially all of the
assets of Macera Bros., which provides residential, commercial
and industrial collection services in Massachusetts and Rhode
Island. Macera Bros. also owns and operates a transfer station
in Cranston, Rhode Island. The Acquisition serves as a tuck-in
acquisition to the Company's existing Rhode Island operations.
The Acquisition is structured as a stock for assets acquisition,
whereby the Company will acquire substantially all of the assets
of Macera Bros. in exchange for up to 443,520 shares of Common
Stock, of which 354,816 shares of Common Stock will be issued at
the closing hereof, with up to an additional 88,704 shares of
Common Stock to be issued to Macera Bros. upon the achievement of
certain performance criteria within 120 days from the date
hereof.
Completed Acquisitions
The Company has completed 49 acquisitions of solid waste
companies since January 1993, which are summarized in the table
below.
Company Business Principal Location Date Acquired
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, Landfill and
Inc. Collection Coffeyville, 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
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
<PAGE>
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
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
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 Macera
Bros. but will pay all expenses related to the registration of
the Shares. See "Plan of Distribution."
PLAN OF DISTRIBUTION
Macera Bros. 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 Macera Bros. 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 Macera Bros. (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.
Macera Bros. 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 cannot 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, Macera Bros. 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 Macera Bros. 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.
