<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Med/Waste, Inc.
Title of Class of Securities: Common Stock, par value $.001
CUSIP Number: 583 921 101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Ronald Eubel, c/o Eubel Brady & Suttman Asset
Management, Inc., 7777 Washington Village Drive, Ste. 210
Dayton, Ohio 45459, (937) 291-1223
(Date of Event which Requires Filing of this Statement)
December 9, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 583 921 101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ronald L. Eubel
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
778,367
9. Sole Dispositive Power:
10. Shared Dispositive Power:
778,367
11. Aggregate Amount Beneficially Owned by Each Reporting Person
778,367
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
12.8%
14. Type of Reporting Person
IN
3
<PAGE>
CUSIP No. 583 921 101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mark E. Brady
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
778,367
9. Sole Dispositive Power:
10. Shared Dispositive Power:
778,367
11. Aggregate Amount Beneficially Owned by Each Reporting Person
778,367
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
12.8%
14. Type of Reporting Person
IN
5
<PAGE>
CUSIP No. 583 921 101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert J. Suttman, II
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
778,367
9. Sole Dispositive Power:
10. Shared Dispositive Power:
778,367
11. Aggregate Amount Beneficially Owned by Each Reporting Person
778,367
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
12.8%
14. Type of Reporting Person
IN
7
<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock, par
value $.001 (the "Common Stock"), of Med/Waste, Inc.
(the "Company"). The Company's principal executive
office is located at 3890 NW 132nd St., Suite K, Opa
Locka, Florida 33054.
The Reporting Persons' deemed beneficial ownership of
Common Stock exists by virtue of ownership of Common
Stock of the Company, Convertible Preferred Stock that
is convertible, at the option of the holder, into Common
Stock of the Company (the "Convertible Preferred Stock")
and Warrants that are convertible, at the option of the
holder, into Common Stock of the Company (the
"Warrants").
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Ronald L.
Eubel, Mark E. Brady and Robert J. Suttman, II (the
"Reporting Persons"). The principal business of each of
the Reporting Persons is to act as investment adviser.
The Reporting Persons are the general partners of EBS
Partners, L.P., an investment partnership, and the
principals of Eubel Brady & Suttman Asset Management,
Inc., a registered investment adviser ("EBS"), which
serves as the general partner of EBS Microcap Partners,
L.P. (together with EBS Partners, L.P., the
"Partnerships"). The principal office of each Reporting
Person is at 7777 Washington Village Drive, Ste. 210,
Dayton, Ohio 45459.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
The Reporting Persons are citizens of the United States
of America.
8
<PAGE>
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, the Reporting Persons are deemed
to beneficially own 778,367 shares of Common Stock (of
which 528,212 shares are represented by 22,450 shares of
Convertible Preferred Stock convertible into 528,212
shares of Common Stock and 8,784 shares are represented
by Warrants to purchase 8,784 shares of Common Stock).
All such Common Stock, Convertible Preferred Stock and
Warrants are held by the Partnerships or managed
accounts over which EBS or the Reporting Persons have
investment discretion (the "managed accounts"). The
Common Stock, Convertible Preferred Stock and Warrants
were purchased in three offerings for an aggregate price
of $3,120,000. The funds for the purchase of the Common
Stock, Convertible Preferred Stock and Warrants held in
the Partnerships came from capital contributions to the
Partnerships by its general and limited partners. The
funds for the purchase of Common Stock, Convertible
Preferred Stock and Warrants held in the managed
accounts came from each such account's own funds. No
funds were borrowed to finance any of the purchases.
Item 4. PURPOSE OF TRANSACTIONS.
The Common Stock, Convertible Preferred Stock and
Warrants deemed to be beneficially owned by the
Reporting Persons were acquired for, and are being held
for, investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. INTEREST IN SECURITIES OF ISSUER.
Based on information provided by the Company, as of
December 11, 1997 there were 5,542,040 shares of Common
Stock outstanding. As noted above, the Reporting
Persons are deemed to beneficially own 778,367 shares of
Common Stock (of which 528,212 shares are represented by
22,450 shares of Convertible Preferred Stock convertible
into 528,212 shares of Common Stock and 8,784 shares are
represented by Warrants to purchase 8,784 shares of
Common Stock). While the Reporting Persons, on behalf
of the Partnerships and the managed accounts, committed
to purchasing either Convertible Preferred Stock or a
combination of Common Stock and Warrants on September 30
and October 31, the amount of Convertible Preferred
Stock or Common Stock and Warrants to be purchased in
9
<PAGE>
those transactions did not become fixed until
December 9, 1997. Therefore, the Reporting Persons were
not deemed to be the beneficial owners of any Common
Stock until December 9, 1997.
Assuming conversion of the Convertible Preferred Stock
and Warrants, each of the Reporting Persons is therefore
deemed to beneficially own 12.8% of the outstanding
shares of Common Stock. As to any Common Stock obtained
by the Reporting Persons through open-market purchases,
conversion of the Convertible Preferred Stock or
Warrants or otherwise, the Reporting Persons would have
the shared power to dispose of, direct the disposition
of or vote the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None of the Reporting Persons has any contract,
arrangement, understanding or relationship with any
person with respect to the Common Stock, Convertible
Preferred Stock and Warrants.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock, Convertible Preferred
Stock or Warrants that were effected by the Reporting
Persons during the 60 days prior to December 9, 1997
through the date of this filing.
10
<PAGE>
Signature
The undersigned, after reasonable inquiry and to
the best of its knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
December 22, 1997
/s/ Ronald L. Eubel
_________________________
Ronald L. Eubel
/s/ Mark E. Brady
__________________________
Mark E. Brady
/s/ Robert J. Suttman, II
__________________________
Robert J. Suttman, II
11
<PAGE>
AGREEMENT
The undersigned agree that this Schedule 13D dated
December 22, 1997 relating to the Common Stock of Med/Waste,
Inc. shall be filed on behalf of the undersigned.
/s/ Ronald L. Eubel
_________________________________
Ronald L. Eubel
/s/ Mark E. Brady
_________________________________
Mark E. Brady
/s/ Robert J. Suttman, II
_________________________________
Robert J. Suttman, II
12
<PAGE>
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price per Share of Common
Date Common Stock or Stock or Convertible
Equivalent Common Preferred Stock
Stock Purchased (Not Including
Commission)
____ _______________ ______________________
12/9/97 528,212* $4.25
12/9/97 241,371 3.625
12/9/97 8,784** **
- -------------
* Purchase of Convertible Preferred Stock. Amount shown is the
number of shares of Common Stock into which the Convertible
Preferred Stock can be converted.
** Warrants that provide the holder the right to purchase 8,784
shares of Common Stock at $3.625 per share.
13
00843001.AB2
