SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Avalon Holdings Corporation
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
05343P 10 9
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(CUSIP Number)
Jeffrey M. Grinstein, Esq.
Avalon Holdings Corporation
One American Way
Warren OH 44484
(330) 856-8881
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
June 17, 1998
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(Date of Event Which Requires
Filing of This Statement)
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.
(Page 1 of 4 Pages)
<PAGE>
13D
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CUSIP No. 05343P 10 9
1) NAME OF REPORTING PERSON Darrell D. Wilson
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SS# ###-##-####
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS* PF
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 280,497
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8) SHARED VOTING POWER -0-
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9) SOLE DISPOSITIVE POWER 280,497
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10) SHARED DISPOSITIVE POWER -0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 280,497
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12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 8.1%
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14) TYPE OF REPORTING PERSON* IN
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(Page 2 of 4 Pages)
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to shares
of Class A Common Stock, $0.01 par value ("Avalon Class A Shares"), of Avalon
Holdings Corporation, an Ohio corporation ("Avalon"). Avalon's principal
executive offices are located at One American Way, Warren, Ohio, 44484.
Item 2. Identity and Background.
This statement is being filed by Darrell D. Wilson, whose business
address is One American Way, Warren, Ohio, 44484. Mr. Wilson's principal
occupation is President and Chief Operating Officer of Avalon.
During the last five years, Mr. Wilson has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction in which a judgment, decree or final order was entered
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or in which there was a finding of a
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 17, 1998, Mr. Wilson acquired beneficial ownership of
280,497 Avalon Class A Shares in connection with the contribution by American
Waste Services, Inc., an Ohio corporation ("AWS"), to Avalon of certain assets
and businesses of AWS, followed by a special dividend to the holders of the
then-outstanding shares of AWS capital stock of all outstanding shares of
capital stock of Avalon (the "Spin-off").
Item 4. Purpose of Transaction.
The Spin-off was consummated in order to divest AWS of certain
assets and businesses prior to its merger with a wholly-owned subsidiary of USA
Waste Services, Inc., a Delaware corporation.
Item 5. Interest in Securities of the Issuer.
In the Spin-off, Mr. Wilson received 279,575 shares of Class B
Common Stock $0.01 par value ("Avalon Class B Shares"), of Avalon, or 43.7% of
the outstanding shares of that class of securities, and 922 Avalon Class A
Shares, which is less than 1% of the outstanding shares of that class of
securities. Included in those numbers are 922 Avalon Class A Shares held by Mr.
Wilson in the American Waste Services, Inc. Participating Companies Profit
Sharing Plan and Trust.
Each Avalon Class B Share is convertible, at any time at the option
of its holder, into one Avalon Class A Share. Mr. Wilson beneficially owns 8.1%
of the outstanding Avalon Class A Shares, assuming conversion of only Mr.
Wilson's Avalon Class B Shares. Mr. Wilson has the sole power to vote and the
sole power to dispose of all his shares of Avalon capital stock.
(Page 3 of 4 Pages)
<PAGE>
Under the articles of incorporation and code of regulations of
Avalon , the holders of the Avalon Class B Shares are entitled to ten votes per
share on all matters submitted to a vote of the shareholders, except the
election of directors and as required by law. As a result, Mr. Wilson has the
right to cast 29.2% of the votes of all outstanding shares of Avalon capital
stock. He is also President and Chief Operating Officer of Avalon.
Except as described in response to Item 3 above, Mr. Wilson has not
effected any transactions in the Avalon Class A Shares during the past sixty
days. No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Avalon Class A Shares beneficially owned by Mr. Wilson.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
June 29, 1998
/s/ Darrell D. Wilson
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Darrell D. Wilson
(Page 4 of 4 Pages)
