-----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, FbaaZ/Eii5nAs+eCjAipLLt/ecXKKpI7uQo4G+GxOol8J455TbHwIZZ+BFbYfWaF 8/J2pagikpOdA2tI5ergQg== 0000912057-97-031810.txt : 19970929 0000912057-97-031810.hdr.sgml : 19970929 ACCESSION NUMBER: 0000912057-97-031810 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971007 FILED AS OF DATE: 19970926 SROS: NASD 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: DEFS14A SEC ACT: SEC FILE NUMBER: 000-28652 FILM NUMBER: 97686118 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 DEFS14A 1 DEFS14A [LOGO] September 26, 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 7, 1997, at 9:30 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 7, 1997, at 9:30 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 60 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 26, 1997 AMERICAN DISPOSAL SERVICES, INC. 745 McClintock Drive Suite 230 Burr Ridge, Illinois 60521 PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS October 7, 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 7, 1997, at 9:30 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 60 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 26, 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% - --------------- (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/oCharterhouse 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. 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 as of Percent 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)(5) Vice President; General 12,080 * Counsel and Secretary Lawrence R. Conrath, Sr.(1)(6) Vice President; 20,426 * Controller John J. McDonnell (1)(7) Vice President - 29,958 * Engineering Mary T. Ryan (8) Vice President - 7,000 * Corporate Affairs Stephen P. Lavey Vice President; Chief -- -- Financial Officer All directors and executive 436,912 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, DeYoung, 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 200 shares held by Ms. Straw's minor children. (6) Includes 498 shares held jointly by Mr. Conrath and his wife and 400 shares held in an IRA for the benefit of Mr. Conrath. (7) Includes 996 shares held by Mr. McDonnell's minor children. (8) Includes 6,000 shares held in an IRA for the benefit of Ms. Ryan and 1,000 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 60 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 National 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 1,554,214 shares of Common Stock pursuant to presently outstanding stock options and warrants. On September 25, 1997, the company filed a Registration Statement with the Securities and Exchange Commission relating to an underwritten public offering of 5,500,000 shares of Common Stock, of which 3,500,000 shares are being sold by the Company and 2,000,000 shares are being sold by certain stockholders of the Company (the "Selling Stockholders"). In connection with this offering, the underwriters have requested that the Company grant them the option to purchase up to 825,000 additional shares of Common Stock for the purpose of covering over-allotments (the "Over-allotment Option"). If the stockholders do not approve the increase in the number of authorized shares at the Special Meeting, the Company will not have a sufficient number of authorized shares to grant the underwriters the Over-allotment Option. In such event such shares will be sold by the Selling Stockholders. 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 any current 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 30% 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 26, 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. -----END PRIVACY-ENHANCED MESSAGE-----