-----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, WE071rLLoN3jEOyCvmjghkv0Wbnj8Sv9booBqFU2RI6NmztsQYtsiTafo/96t2c+ 9S2P0UrON3sXcS0sHUQJjA== 0000912057-97-030388.txt : 19970912 0000912057-97-030388.hdr.sgml : 19970912 ACCESSION NUMBER: 0000912057-97-030388 CONFORMED SUBMISSION TYPE: 424B1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970910 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN DISPOSAL SERVICES INC CENTRAL INDEX KEY: 0000881655 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 133858494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B1 SEC ACT: SEC FILE NUMBER: 333-28491 FILM NUMBER: 97678217 BUSINESS ADDRESS: STREET 1: 745 MCCLINTOK DR STREET 2: SUITE 305 CITY: BURR RIDGE STATE: IL ZIP: 60521 BUSINESS PHONE: 7086551105 MAIL ADDRESS: STREET 1: 745 MCCLINTOCK DRIVE STREET 2: SUITE 305 CITY: BURR RIDGE STATE: IL ZIP: 60521 424B1 1 PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT - --------------------- (TO PROSPECTUS DATED JUNE 20, 1997) 539,917 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 16 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 53 solid waste businesses, including six solid waste landfills and 47 solid waste collection companies. This Prospectus Supplement relates to an aggregate of up to 539,917 shares ("Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of the Company which are issuable by the Company to certain stockholders (the "Selling Stockholders") of Illinois Bulk Handlers, Inc. ("Bulk Handlers"), Shred- All Recycling Systems, Inc. ("Shred-All"), Fred B. Barbara Trucking Co., Inc. ("Trucking") and Environtech, Inc. ("Environtech," collectively the "Barbara Companies") in connection with the Company's acquisition of the outstanding shares of common stock of the Barbara Companies (the "Acquisition"). This Prospectus Supplement also relates to the offer for sale or other distribution of Shares by the Selling Stockholders 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 the Selling Stockholders 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 the Selling Stockholders. See "Plan of Distribution." The Common Stock is quoted on the Nasdaq National Market under the symbol "ADSI." On September 9, 1997, the last reported sales price for the Common Stock as reported by NASDAQ was $30.75 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 September 10, 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 16 transfer stations. The Company's landfills and transfer stations are supported by its collection operations, which currently serve over 305,000 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 53 solid waste businesses, including six solid waste landfills and 47 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. S-2 RECENT DEVELOPMENTS THE ACQUISITION The Company has agreed to acquire the Barbara Companies, which provide solid waste collection, transportation, processing, hauling, transfer and disposal services in northern Illinois. In addition, as part of the Acquisition, the Company will acquire the Environtech landfill, which services the Chicago metropolitan area. The Company will acquire the outstanding stock of the Barbara Companies in exchange for a total initial payment of $58,500,000, payable in $43,875,000 cash and 539,917 shares of Common Stock. Such consideration is subject to increases in the event certain performance criteria are achieved in the future, as provided in the Purchase Agreement. COMPLETED ACQUISITIONS The Company has completed 53 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, Inc. Landfill and Collection Coffeyville, KS August 1997 L. B. Smith Collection Springfield, MO August 1997 Supreme Sanitation Collection Pittsburg, 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
S-3
Company Business Principal Location Date Acquired - ------------------------------------------- ------------------------------------------------- ------------------ -------------- 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 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 A. Macera. Collection Johnston, R.I. August 1997 Macera Bros. Collection and Transfer Station Cranston, R.I. August 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 the Selling Stockholders but will pay all expenses related to the registration of the Shares. See "Plan of Distribution." PLAN OF DISTRIBUTION The Selling Stockholders 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 the Selling Stockholders 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 the Selling Stockholders (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. The Selling Stockholders 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 can not 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, the Selling Stockholders will be subject to applicable provisions of the S-4 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 the Selling Stockholders. 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. S-5 -----END PRIVACY-ENHANCED MESSAGE-----