SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [x]
Filed by a party other than Registrant [ ]
Check the appropriate box
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AMERICAN DISPOSAL SERVICES, INC.
_____________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing:
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PRELIMINARY PROXY MATERIALS
September __, 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 21, 1997, at 10:00 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
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 21, 1997, at 10:00
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 100 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 __, 1997
AMERICAN DISPOSAL SERVICES, INC.
745 McClintock Drive
Suite 230
Burr Ridge, Illinois 60521
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
October 21, 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 21, 1997, at 10:00 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 100 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 __, 1997.
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%
CDI Equity, LLC (3) 644,109 4.4%
The Equitable Companies Incorporated (4) 927,200 6.3%
The Capital Group Companies, Inc. (4) 575,000 3.9%
- ---------------
(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/o
Charterhouse 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.
(3) The address of CDI Equity, LLC ("CDI Equity") is c/o Aetna Life and
Casualty Company, Conveyor IG6U, 151 Farmington Avenue, Hartford,
Connecticut 06156. The member interests in CDI Equity are held as
follows: 99% by Aetna Life Insurance Company, which is a wholly-owned
subsidiary of Aetna Life and Casualty Company, and 1% by CDI Equity,
Inc., a wholly-owned subsidiary of Aetna Life Insurance Company.
(4) Information regarding The Equitable Companies Incorporated ("Equitable")
and The Capital Group Companies, Inc. ("Capital Group") is based on
Schedules 13G filed by such persons with the Securities and Exchange
Commission as of December 31, 1996. Equitable filed its 13G jointly on
behalf of itself, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle and AXA. The address of
Equitable is 787 Seventh Avenue, New York, NY 10019. The address of the
Capital Group is 353 South Hope Street, Los Angeles, CA 90071.
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.
Number of
Shares of
Common Stock
beneficially
owned Percent
as of of
Directors and Positions and Offices September Common
Executive Officers with the Company 15, 1997 Stock
- ------------------ --------------------- --------- ------
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) Vice President; General 11,880 *
Counsel and Secretary
Lawrence R. Conrath, Sr.(1)(5) Vice President; 20,426 *
Controller
John J. McDonnell (1)(6) Vice President - 29,958 *
Engineering
Mary T. Ryan (7) Vice President - 4,000 *
Corporate Affairs
Stephen P. Lavey Vice President; Chief -- --
Financial Officer
All directors and executive 433,712 2.9%
officers as a group (13
persons) (1)
- --------------------
* Less than one percent.
(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, De
Young, 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 498 shares held jointly by Mr. Conrath and his wife and 400
shares held in an IRA for the benefit of Mr. Conrath.
(6) Includes 996 shares held by Mr. McDonnell's minor children.
(7) Shares held jointly by Ms. Ryan and her husband.
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 100 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 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
_________ shares of Common Stock pursuant to presently outstanding stock options
and warrants. In addition, the Company continuously monitors market conditions
and, if the Board of Directors deems it appropriate, could at any time effect
a public offering of shares of Common Stock. 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 anycurrent 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.
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 % 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 __, 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.
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.
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.
(Continued and to be SIGNED on other side)
(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.
