-----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, Sua6tbWSNBGK5lWJZFnP0Oqfjg6vk9zm8ylQs75UWtKOhLmRlN6aFvmf2V9XJpI1 d8tg+wRzzBhinv1a5nnkcA== 0001047469-97-001430.txt : 19971024 0001047469-97-001430.hdr.sgml : 19971024 ACCESSION NUMBER: 0001047469-97-001430 CONFORMED SUBMISSION TYPE: POS462B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971022 EFFECTIVENESS DATE: 19971022 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: POS462B SEC ACT: SEC FILE NUMBER: 333-36389 FILM NUMBER: 97699398 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 POS462B 1 POS462B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- AMERICAN DISPOSAL SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 4953 13-3858494 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of Classification Code Number) Identification incorporation or organization) No.)
745 MCCLINTOCK DRIVE SUITE 230 BURR RIDGE, ILLINOIS 60521 (630) 655-1105 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ANN L. STRAW, ESQ. AMERICAN DISPOSAL SERVICES, INC. 745 MCCLINTOCK DRIVE SUITE 230 BURR RIDGE, ILLINOIS 60521 (630) 655-1105 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------------ COPIES TO: STEPHEN W. RUBIN, ESQ. HOWARD L. SHECTER, ESQ. Proskauer Rose LLP Morgan, Lewis & Bockius LLP 1585 Broadway 101 Park Avenue New York, New York 10036 New York, New York 10178 (212) 969-3000 (212) 309-6000 -------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE. -------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ Registration No. 333-36389 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- CALCULATION OF ADDITIONAL REGISTRATION FEE
AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE(3) FEE(4) Common Stock, par value $.01 per share............ 512,000 $30.50 $15,616,000 $4,732
(1) Includes 12,000 shares that the Underwriters have the option to purchase from the Selling Stockholders to cover over-allotments, if any. (2) Does not include 6,325,000 shares of Common Stock previously registered for which the registration fee has previously been paid. (3) The maximum offering price per share and the maximum aggregate offering price are based on the offering price for the shares of the Company's Common Stock offered hereby. (4) Calculated pursuant to Rule 457(c) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement filed pursuant to Rule 462 of the Securities Act of 1933, as amended, by American Disposal Services, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") hereby incorporates by reference the contents of the Registration Statement on Form S-3 (File No. 333-36389) relating to the offering of up to 6,325, 000 shares of Common Stock of the Company filed on September 25, 1997, as amended by Amendment No. 1 thereto filed on October 22, 1997. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $4,732 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on October 23, 1997); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on October 23, 1997. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burr Ridge, State of Illinois, on October 22, 1997. AMERICAN DISPOSAL SERVICES, INC. By: /s/ RICHARD DE YOUNG ----------------------------------------- Richard De Young PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE - ------------------------------ -------------------------- ------------------- * - ------------------------------ Chairman and Director October 22, 1997 David C. Stoller /s/ RICHARD DE YOUNG - ------------------------------ President, Chief Executive October 22, 1997 Richard De Young Officer and Director * Chief Financial Officer - ------------------------------ (principal financial October 22, 1997 Stephen P. Lavey officer) * Vice President and - ------------------------------ Controller (principal October 22, 1997 Lawrence R. Conrath, Sr. accounting officer) * - ------------------------------ Director October 22, 1997 Merril M. Halpern * - ------------------------------ Director October 22, 1997 A. Lawrence Fagan * - ------------------------------ Director October 22, 1997 Richard T. Henshaw, III * - ------------------------------ Director October 22, 1997 G. T. Blankenship * - ------------------------------ Director October 22, 1997 Norman Steisel *By: /s/ RICHARD DE YOUNG ------------------------- Richard De Young ATTORNEY-IN-FACT EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS - ------------- ----------------------------------------------------------------------------------------------------- 5.1 Opinion of Proskauer Rose LLP 23.1 Consent of Ernst & Young LLP 23.2 Consent of Proskauer Rose LLP (included in exhibit 5.1) 24.1 Powers of Attorney are set forth on the signature pages hereof
EX-5.1 2 OPINION OF PROSKAUER ROSE EXHIBIT 5.1 PROSKAUER ROSE LLP 1585 BROADWAY NEW YORK, NEW YORK 10036-8299 October 22, 1997 American Disposal Services, Inc. 745 McClintock Drive Suite 230 Burr Ridge, IL 60521 Re: Registration Statement on Form S-3 Pursuant to Rule 462 File No. 333-____________________ Gentlemen: You have requested our opinion in connection with the above-referenced registration statement, as amended (the "Registration Statement"), filed by American Disposal Services, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission pursuant to Rule 462 under the Securities Act of 1933, as amended, relating to 500,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), to be sold to the underwriters by certain Selling Stockholders, and up to 12,000 additional shares of Common Stock to cover over-allotment options granted to the underwriters (the "Shares") from the Selling Stockholders, for sale to the public pursuant to an underwritten public offering. As counsel to the Company, we have examined such corporate records, other documents and questions of law as we have considered necessary or appropriate for the purpose of this opinion, including the Certificate of Incorporation, as amended, and the By-laws of the Company, the Registration Statement and the exhibits thereto, including the form of underwriting agreement relating to the Shares filed as Exhibit 1.1 to the Registration Statement (the "Underwriting Agreement"), and we have made such investigations of law as we have deemed necessary in order to render the opinion hereinafter set forth. In such examinations, we have assumed the genuineness of signatures and the conformity to original documents of the documents supplied to us as copies. As to relevant questions of fact material to our opinion, we have relied upon statements and certificates of officers and representatives of the Company. In giving this opinion, we have assumed that the certificates for the Shares, when issued, will have been duly executed on behalf of the Company by the Company's transfer agent and registered by the Company's registrar and will conform, except as to denominations, to specimens we have examined. October 23, 1997 Page 2 Based upon and subject to the foregoing, we are of the opinion that: 1. The Shares have been authorized; 2. The Shares to be sold by the Selling Stockholders have been validly issued and are fully paid and non-assessable. We hereby consent to the references to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, PROSKAUER ROSE LLP By: /s/ Proskauer Rose LLP EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated August 1, 1997 with respect to the financial statements of Fred B. Barbara Companies and our report dated February 26, 1997 (except as to Note 5 for which the date is March 21, 1997 and except as to Note 10 for which the date is March 25, 1997) with respect to the financial statements of American Disposal Services, Inc. in the Registration Statement (Form S-3) and the related Prospectus of American Disposal Services, Inc. for the registration of up to 512,000 shares of its common stock. We also consent to the incorporation by reference therein of our report dated March 17, 1997 with respect to the financial statements of Liberty Disposal, Inc. for the years ended December 31, 1995 and 1996 included in the Current Report on Form 8-K dated May 29, 1997 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois October 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----