-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVq0hftsWj06craBa28pQ6G5aTSvxwBCCon/kEIaus/QZz+2ksRA/6Fs4UYGbgtD ixHRoQT/vvB5zT3NTHYEDw== 0000898431-98-000223.txt : 19980630 0000898431-98-000223.hdr.sgml : 19980630 ACCESSION NUMBER: 0000898431-98-000223 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980629 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVALON HOLDINGS CORP CENTRAL INDEX KEY: 0001061069 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 341863889 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54255 FILM NUMBER: 98656455 BUSINESS ADDRESS: STREET 1: ONE AMERICAN WAY CITY: WARREN STATE: OH ZIP: 44484 BUSINESS PHONE: 3308568800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILSON DARRELL D CENTRAL INDEX KEY: 0000901707 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O AMERICAN WASTE SERVICES INC STREET 2: ONE AMERICAN WAY CITY: WARREN STATE: OH ZIP: 44484 BUSINESS PHONE: 33085688881 MAIL ADDRESS: STREET 1: C/O AMERICAN WASTE SERVICES INC STREET 2: ONE AMERICAN WAY CITY: WARREN STATE: OH ZIP: 44484 SC 13D 1 SCHEDULE 13D 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 ------------------------------------------------------------------------------ (Name of Issuer) Class A Common Stock, $0.01 par value ------------------------------------------------------------------------------ (Title of Class of Securities) 05343P 10 9 ------------------------------------------------------------------------------ (CUSIP Number) Jeffrey M. Grinstein, Esq. Avalon Holdings Corporation One American Way Warren OH 44484 (330) 856-8881 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 1998 ------------------------------------------------------------------------------ (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) 13D ------------ CUSIP No. 05343P 10 9 1) NAME OF REPORTING PERSON Darrell D. Wilson ----------------- I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SS# ###-##-#### ----------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS* PF -- 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 ------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7) SOLE VOTING POWER 280,497 ------- 8) SHARED VOTING POWER -0- --- 9) SOLE DISPOSITIVE POWER 280,497 ------- 10) SHARED DISPOSITIVE POWER -0- --- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,497 ------- 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% ---- 14) TYPE OF REPORTING PERSON* IN -- (Page 2 of 4 Pages) 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) 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 ------------------------- Darrell D. Wilson (Page 4 of 4 Pages) -----END PRIVACY-ENHANCED MESSAGE-----