American Disposal Services Inc · 10-K · For 12/31/96

Filed On 3/31/97   ·   SEC File 0-28652   ·   Accession Number 1005477-97-977

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         54    331K 
 2: EX-10.2     Amendment No. 1 to the Amended and Restated Credit     5     19K 
 3: EX-10.10    Employment Agreement                                   9     23K 
 4: EX-23.1     Consent of Ernst & Young Llp                           1      6K 
 5: EX-27       Financial Data Schedule                                1      9K 

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 FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   
ACT OF 1934                                                           

For the fiscal year ended December 31, 1996                         

OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934                                                  

For the transition period from ___________ to ___________             

 Commission File No. 0-28652

AMERICAN DISPOSAL SERVICES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                 13-3858494       
-------------------------------           --------------------------------      
(State or other jurisdiction of           (I.R.S. Employer Identification)      
incorporation or organization)                                                  

745 McClintock Drive                                                  
Suite 405                                                 
Burr Ridge, Illinois                              60521             
----------------------------------------             ----------                 
(Address of principal executive offices)             (Zip Code)                 

(630) 655-1105
----------------------------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None                

Securities registered pursuant to Section 12(g) of the Act:                     

Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was     
required to file such reports), and (2) has been subject to such filing         
requirements for the past 90 days.                                              

Yes |X|  No |_|           

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.|_|                                                                   

Aggregate market value of voting stock held by non-affiliates of registrant as  
of March 26, 1997: $76,341,000                                                  

Number of shares of Common Stock outstanding as of March 26, 1997: 8,872,501    

 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement pursuant to Regulation  
14A, which statement will be filed not later than 120 days after the end of the 
fiscal year covered by this Report, are incorporated by reference in Part III   
hereof.                                                                         

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AMERICAN DISPOSAL SERVICES, INC.  
ANNUAL REPORT ON FORM 10-K  
------------------------------------------------------  

TABLE OF CONTENTS 

Item No.                                                                  Page  

PART I.......................................................................3  
    1.    BUSINESS.........................................................3
    2.    PROPERTIES......................................................22
    3.    LEGAL PROCEEDINGS ..............................................22
4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY                   
          HOLDERS.........................................................22

PART II.....................................................................23  
5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND                     
          RELATED STOCKHOLDER MATTERS.....................................23
    6.    SELECTED CONSOLIDATED FINANCIAL DATA............................24
7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF                       
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................25
    8.    FINANCIAL STATEMENTS............................................32
9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                 
          ON ACCOUNTING AND FINANCIAL DISCLOSURE..........................50

PART III....................................................................51  

PART IV.....................................................................52  
14.   EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON                
          FORM 8-K........................................................52

SIGNATURES..................................................................53  

EXHIBIT INDEX...............................................................54  

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PART I

ITEM 1. BUSINESS                                                                

General                                                                         

American Disposal Services, Inc. (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. As of March 15, 1997, the Company owns five solid waste landfills and
owns, operates or has exclusive contracts to receive waste from 12 transfer     
stations. The Company's landfills and transfer stations are supported by its    
collection operations which, as of March 15, 1997, serve over 132,000           
residential, commercial and industrial customers.                               

The Company began its operations in the Midwest and currently has   
operations in Arkansas, Illinois, Kansas, 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. From January 1993    
through March 15, 1997, the Company has acquired 36 solid waste businesses,     
including four solid waste landfills and 32 solid waste collection companies.   

   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 one landfill  
and 15 collection companies and has acquired, developed or secured exclusive    
contracts for five transfer stations. In the Ohio region, the Company has       
completed the acquisition of one landfill and 11 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 the Illinois,    
western Pennsylvania and Rhode Island 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.              

      American Disposal Services, Inc. was incorporated in the State of Delaware
in November 1995. The Company is the sole stockholder of ADS, Inc. ("ADS") an   
Oklahoma corporation that was formed in January 1991, and County Disposal, Inc. 
("CDI"), a Delaware corporation that was formed in April 1995. The Company      
acquired all the shares of the common stock of ADS and CDI, effective as of     
January 1, 1996, in exchange for which the previous stockholders of ADS and CDI 
received shares of the Company's Common Stock (the "Exchange"). As part of the  
Exchange, all options and warrants that had previously been granted by ADS and  
CDI were cancelled in exchange for options and warrants granted by the Company. 
In addition, effective as of May 31, 1996, the Company completed a 13.5-for-1   
stock split of the Company's Common Stock (the "Stock Split"; together with the 
Exchange, the "Restructuring").                                                 

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 In January 1993, affiliates of Charterhouse Group International, Inc.
("Charterhouse") acquired a majority interest in ADS, the primary asset of which
was the Pittsburgh County landfill near McAlester, Oklahoma. In connection with 
the Charterhouse investment, ADS recruited the Company's President in January   
1993, and assembled the balance of the Company's senior management team from    
1993 to the present. As a result of the management team's substantial experience
in the solid waste industry and the financial expertise and capital provided by 
Charterhouse, the Company was able to finance its acquisition-based growth      
strategy, which from the outset focused primarily on the identification and     
acquisition of solid waste landfills located in secondary markets. Using this   
strategy, CDI acquired three landfills in Illinois, Ohio and Pennsylvania in    
1995 (the "CDI Acquisition").                                                   

      Unless otherwise noted, all descriptions of the Company's business in this
Annual Report on Form 10-K are as of March 15, 1997.                            

Forward Looking Statements                                                      

Certain information contained in this Annual Report on Form 10-K,   
including, without limitation, information appearing under Item 1, "Business,"  
and Item 7, "Management's Discussion and Analysis of Financial Condition and    
Results of Operations," are forward-looking statements (within the meaning of   
Section 27A of the Securities Act of 1933 and Section 21E of the Securities     
Exchange Act of 1934). Factors set forth under Item 1, "Business - Risk         
Factors," together with other factors that appear with the forward-looking      
statements, or in the Company's other Securities and Exchange Commission        
filings, could affect the Company's actual results and could cause the Company's
actual results to differ materially from those expressed in any forward-looking 
statements made by, or on behalf of, the Company in this Annual Report on Form  
10-K.                                                                           

Industry Background                                                             

    In the United States, landfilling is at present the most common means of
disposing of non-hazardous municipal solid waste ("MSW"), which consists        
primarily of refuse and garbage from households and commercial establishments.  
In addition, landfilling is one of the means of disposing of certain special    
waste. Special waste, some types of which may require special handling, consists
of all waste not regulated as hazardous waste under federal or state laws other 
than MSW and may include asbestos, petroleum contaminated soil, incinerator ash,
foundry sands and sewage and industrial sludges.                                

In October 1991, the EPA adopted the Subtitle D Regulations, which  
generally became effective on October 9, 1993 (except for certain MSW landfills 
accepting less than 100 tons per day, as to which the effective date was April  
9, 1994, and new financial assurance requirements, which are scheduled to become
effective April 9, 1997). The Subtitle D Regulations specify design, siting,    
operating, monitoring, closure and financial requirements for landfill          
operations and, among other things, require upgraded or new composite landfill  
liners, leachate collection and treatment, groundwater and methane gas          
monitoring, stricter siting and locational criteria, closure and extended       
post-closure requirements and financial assurances (such as a surety bond) that 
the owner or operator can meet certain of these obligations. Each state is      
required to revise its applicable solid waste regulations or programs to meet   
the requirements of the Subtitle D Regulations or such requirements             
automatically will be imposed by the EPA. Many states have already adopted      
regulations or programs as stringent as, or more stringent than, the Subtitle D 
Regulations, including all of those in which the Company's landfills are        
located.                                                                        

    The Company believes that in recent years there has been a trend towards
consolidation of landfill ownership and that a similar trend is emerging in the 
solid waste collection industry, which historically has been characterized by   
numerous small companies. The Company believes that these trends will continue  
and are the result of several factors:                                          

    o    The Subtitle D Regulations and related state regulations and programs
        have significantly increased the amount of capital and the technical
   expertise required in order to own and operate a landfill. As a

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     result, many landfill operators that lack the required capital or
        expertise are electing to sell their landfills, as an alternative to
closing them.                                               

     o    A number of municipalities are electing to privatize the operations of
         their municipal landfills as an alternative to funding the changes to
          these landfills that are required in order to comply with the Subtitle
D Regulations and related state regulations and programs.   

 o    As a result of heightened sensitivity to environmental concerns by
   many communities, it is becoming increasingly desirable in many
         markets for collection companies to provide waste reuse and reduction
programs, such as recycling and composting, in addition to  
        conventional waste collection services. This development, as well as
         more stringent bonding requirements being imposed on waste collection
     companies by various municipalities, have increased the amount of
       capital generally required for waste collection operations, causing
        private collection companies that lack the requisite capital to sell
their operations to better capitalized companies.           

Strategy                                                                        

 The Company's objective is to build a large regional fully-integrated
solid waste services company with an established market presence in secondary   
markets. The Company's strategy for achieving this objective is to establish a  
market presence generally anchored by its landfills; to increase volume in its  
markets through "tuck-in" acquisitions of collection companies and marketing to 
new customers; to provide a high level of customer service; to implement        
selective price increases; and to continue to implement strict cost controls and
reduce corporate overhead as a percentage of revenues. There can be no          
assurance, however, that the Company will be successful in the execution of its 
strategy.                                                                       

     The Company targets acquisitions in geographic areas characterized by one
or more of the following criteria: (i) the availability of permitted and        
underutilized landfill capacity located outside of, but within 125 miles of, a  
significant metropolitan center; (ii) the absence of a dominant competitor in   
the area which would preclude the Company from implementing its business        
strategy; (iii) anticipated economic and population growth; and (iv) near or    
medium-term scheduled closures of competing landfills.                          

The Company has adopted the following four-step operating program in
executing its business strategy:                                                

        1. Landfill Acquisitions. Once the Company identifies an area that
      qualifies under its target market criteria, the Company seeks to establish
   a market presence, generally by acquiring one or more landfills in that
  area that can be accessed economically from the metropolitan center or
   from the regional market area, either through direct hauling or through
strategically located transfer stations. In evaluating a landfill   
    acquisition, the Company considers, among others, the following factors:
(i) current disposal costs together with transportation costs to the
targeted landfill relative to transportation and disposal costs of  
   potential competitors; (ii) expected landfill life; (iii) opportunities
     for landfill expansion; and (iv) projected short-term ability to secure a
minimum of 500 tons per day of disposal volume.                     

       2. Secure Captive Waste Volumes. After the Company has acquired a
      landfill, it seeks to build a market presence and increase the utilization
of the landfill by securing captive waste streams, which includes   
      developing and acquiring transfer stations, entering into waste collection
      contracts and acquiring waste collection companies. Generally, the Company
pursues the acquisition of collection companies that: (i) have      
      well-established residential or commercial collection routes and accounts;
     (ii) own and operate transfer stations; or (iii) do not own landfills and
      are vulnerable to volatile disposal pricing, which the Company believes it
can minimize through landfill ownership.                            

   3. "Tuck-in" Acquisitions. The Company acquires service rights,
obligations, machinery and equipment in "tuck-in" acquisitions of     
collection companies to: (i) increase the waste stream directed to its

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     landfills; (ii) maximize its market presence; and (iii) take advantage of
    economies of scale which should increase earnings and return on capital.

        4. Integration and Expansion of Operations. Immediately upon closing
any acquisition, the Company integrates the acquired company into its 
operations by: (i) instituting strict cost control procedures; (ii)   
consolidating and rationalizing collection routes and pricing; (iii)  
    implementing Company operating policies and procedures (including programs
    designed to improve employee productivity and equipment utilization); (iv)
   establishing a sales and marketing force; and (v) converting the acquired
company to the Company's accounting, data processing and management   
     reporting systems. During the transition period following acquisitions, the
     Company retains the management of certain companies it acquires in order to
     benefit from management's local operating knowledge and the goodwill it has
    developed. Additionally, on a selective basis, the Company seeks to expand
   the capacity of its landfills to accommodate increasing waste volumes and
improve profitability.                                                

   In addition, the Company 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.           

Acquisition Program                                                             

In January 1993, representatives of Charterhouse and the Company's  
management formulated an acquisition-based growth strategy to establish a large 
regional fully-integrated solid waste management services company. To execute   
its strategy, affiliates of Charterhouse acquired a majority interest in ADS,   
which owned one landfill in Oklahoma, and began assembling a senior management  
team. Using ADS as a platform for this strategy, the Company has increased the  
number of landfills it owns from one to five and has completed 36 acquisitions  
of solid waste companies since January 1993.                                    

  The Company has assembled an experienced acquisition team comprised of
operations, environmental, engineering, legal, financial and accounting         
personnel, each engaged in identifying and evaluating acquisition opportunities 
in order to execute its operating program. The Company has established          
pre-acquisition review procedures for acquisition candidates, including legal,  
financial, engineering, operational and environmental reviews. The environmental
review includes, where appropriate, investigation of geologic, hydrogeologic and
other site conditions, past and current operations (including types of waste    
deposited), design and construction records, permits, regulatory compliance     
history, regulatory agency records and available soil sampling, groundwater and 
air monitoring results. The Company uses regional managers to assist in the     
acquisition process by identifying suitable candidates and performing           
pre-acquisition review and evaluation tasks.                                    

 In considering whether to proceed with an acquisition, in addition to
determining whether the candidate meets the Company's criteria described above, 
the Company evaluates a number of factors, including: (i) the acquisition       
candidate's historical and projected financial results; (ii) any expected       
synergies with one or more of the Company's existing operations; (iii) the      
proposed purchase price and the Company's expected resultant internal rate of   
return on investment and the expected impact on the Company's earnings per      
share; (iv) whether the candidate will enhance the Company's ability to effect  
other acquisitions in the vicinity; (v) the candidate's customer service        
reputation and relationships with the local communities; (vi) the composition   
and size of the candidate's customer base; (vii) the types of services provided 
by the candidate; and (viii) whether the candidate has definable and            
controllable liabilities, including potential environmental liabilities. The    
Company believes that significant opportunities exist to acquire new landfills  
and to develop its existing markets, and reviews acquisition opportunities on an
ongoing basis.                                                                  

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Completed Acquisitions                                                          

    The Company has completed 36 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  
Pittsburgh Sanitation         Collection       Pittsburgh, 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       Pittsburgh, KS     July 1993     
B&B Refuse                    Collection       Neosho, MO         December 1993 
Apex Sanitation               Collection       Grove, OK and      December 1993 
                              Green Forest, AR
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  
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   Mt. Vernon, OH     September 1996
Transfer Station    
Cargo Services                Collection       Mt. Gilead, OH     December 1996 
Rumpke Waste, Inc. (routes)   Collection       Fostoria, OH       December 1996 
Bowers-Phase II, Inc.         Collection and   Vickery, OH        December 1996 
Transfer Station    
D&L Hauling                   Collection       Findlay, OH        October 1996  
Rutledge Trucking             Collection       Delaware, OH       November 1996 
Morrow Sanitary Company       Collection       Mt. Gilead, OH     November 1996 
Illinois Region:                                                                
Livingston                    Landfill         Pontiac, IL        November 1995 
Western Pennsylvania Region:                                                    
Clarion                       Landfill and     Leeper, PA         June 1995     
Collection          
Allied Waste Systems, Inc.    Collection       Youngstown, OH     February 1997 
Mauthe Sanitation             Collection       Strattanville, PA  March 1996    
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  

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Missouri Region. The Company established a market presence in the   
southwest Missouri region in January 1993 with the acquisition of its Wheatland 
landfill. The implementation of the Company's operating program is substantially
complete in its Missouri region. Since purchasing the Wheatland landfill, the   
Company has acquired one transfer station and independently developed three     
transfer stations. The Company also has exclusive contracts to accept waste from
two other transfer stations. Additionally, the Company acquired 15 collection   
companies, including the three operations purchased simultaneously with the     
Wheatland landfill. The collection operations and transfer stations have been   
consolidated into three divisions. The Company has integrated acquired companies
by consolidating and rationalizing routes and pricing, reducing overhead through
consolidating an acquired company's operations, implementing the Company's cost 
controls and operating procedures, converting acquired companies to the         
Company's management reporting systems and implementing a sales and marketing   
team. The Company continues to pursue "tuck-in" acquisitions of collection      
companies to increase its per ton margins through internalizing waste streams.  
The Company also seeks to expand its operations by taking advantage of the      
economic efficiencies provided by its integrated operations and is in the       
process of developing another transfer station. Since the acquisition of its    
Wheatland landfill, the Company has increased the waste volume at its landfill  
by approximately 1,100 tons per day.                                            

   Ohio Region. The Company established a market presence in north-central
Ohio in August 1995 with the acquisition of its Wyandot landfill, which is      
located within approximately 125 miles of Cleveland, Ohio and within            
approximately 75 miles of Toledo and Columbus, Ohio. The implementation of the  
Company's operating program is substantially complete in its Ohio region. To    
date, the Company has acquired 11 collection companies and has acquired,        
developed or secured exclusive contracts with four transfer stations in the Ohio
region. Since the acquisition of the Wyandot landfill, the Company has increased
the waste volume at this landfill by approximately 300 tons per day, primarily  
through the acquisition of collection companies, new operating contracts with   
two transfer stations and the implementation of a new sales focus. To further   
expand its operations, the Company is seeking to increase capacity at the       
Wyandot landfill. Prior to the acquisition by the Company, the Wyandot          
landfill's waste volume was composed primarily of special waste.                

Illinois Region. The Company established a market presence in       
north-central Illinois in November 1995 with the acquisition of its Livingston  
landfill, which is located approximately 90 miles from downtown Chicago. The    
acquisition of the Livingston landfill was attractive to the Company's          
management because of the expected closing of two competing landfills (one of   
which closed in October 1996) that accepted an aggregate of approximately 15,000
tons per day and the management team's experience with the Chicago market. Since
the acquisition of the Livingston landfill, the Company has increased the waste 
volume at this landfill by approximately 3,500 tons per day through intensified 
sales and marketing efforts. Approximately 74% of the waste volume at the       
Livingston landfill is delivered under long-term contracts.                     

     Western Pennsylvania Region. The Company entered the western Pennsylvania
region in June 1995 with the acquisition of its Clarion landfill and an         
affiliated collection company. The Clarion landfill is located within 80 miles  
of both Pittsburgh and Erie, Pennsylvania. The Company began the second phase of
its operating program in the western Pennsylvania region in March 1996 by       
acquiring a second collection company. Since the acquisition of the Clarion     
landfill, the Company has increased deliveries to this landfill by approximately
300 tons per day to the maximum daily limit, primarily through the acquisition  
of collection companies. In addition, the Company acquired Allied Waste Systems 
in January 1997, a collection company located in Youngstown, Ohio, which        
services the western Pennsylvania region. As a result of this acquisition, the  
volume of the Company's internalized waste has increased from 30% to 42% in the 
western Pennsylvania region.                                                    

Rhode Island Region. The Company began operating in the Rhode Island
region in September 1996 with the acquisition of two collection companies. A    
third collection company was acquired in January 1997. Although the Company's   
initial entry into the Rhode Island region did not strictly conform to its      
four-step operating program in that the Company did own a landfill in the       
region, the opportunities presented by the Rhode Island region met the Company's

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overall business and operating objectives. Expansion into the Rhode Island      
region allows the Company to expand its presence in the Northeast, an           
unconsolidated market..                                                         

There can be no assurance that the Company will be successful in    
implementing its operating program in any of these existing markets or in any   
future markets.                                                                 

Operations                                                                      

The Company's waste management operations include the ownership and 
operation of solid waste landfills, transfer stations and waste collection      
services. The Company's landfills are relatively underutilized given their      
potential size and the fact that the Company's operating program in a majority  
of its markets has not yet been completed. There can be no assurance, however,  
that the Company will be successful in executing its operating program. The     
Company believes that all of its landfills and transfer stations comply with or 
exceed the requirements mandated by the Subtitle D Regulations and the          
applicable state regulations. The Company regularly monitors incoming waste at  
its landfills to determine if such wastes are in compliance with its permits.   

Landfills                                                                       

    The Company currently owns five landfill operations permitted to receive
solid waste. These landfill operations are located in Illinois, Ohio,           
Pennsylvania, Kansas and Oklahoma.                                              

     Each of the Company's landfill operations is located on land owned by the
Company. The permitted waste streams at each of these landfills include both MSW
and certain special waste (the type of special waste varying from landfill to   
landfill). During the year ended December 31, 1996, the Company's captive waste 
(including the Company's collection operations and third party haulers operating
under long-term contracts) constituted an average of approximately 61% of the   
solid waste disposed of at its landfills.                                       

The table and landfill descriptions below provide certain additional
information, as of March 15, 1997, regarding the five landfill operations that  
the Company currently owns and operates.                                        

                                                        · Enlarge/Download Table

                                                Approximate Acreage                     
                                                 --------------------     Approximate   
                                                                        Unused Permitted
Landfills                      Location          Total   Permitted(1)     Airspace(2)   
---------                  -------------------   -----   -------------  ----------------
                                                                         (in millions of
                                                                           cubic yards) 
                                                                                        
Livingston................ Pontiac, IL            556       255(3)             30.0     
Wyandot(3)................ Upper Sandusky, OH     344        87                 6.2     
Clarion................... Leeper, PA             606        60                 4.1     
Wheatland................. Scammon, KS             68        55                 1.3     
Pittsburg County(4)....... Pittsburg, OK           76        15                 0.4     

----------                                                                      
(1)   Permitted acreage, as used in this table and in this Annual Report,       
   represents the portion of the total acreage on which disposal cells and
    supporting facilities have been constructed (including any that may have
      been filled or capped) or may be constructed based upon an approval issued
      by the state generally authorizing the development or siting of a landfill
    on the acreage. Prior to actually constructing and/or operating each new
  disposal cell on the permitted acreage, it may be necessary, depending
     upon the regulatory requirements of the particular state, for the Company
      to obtain additional authorizations with respect to such cell. The portion
     of total acreage that is not currently permitted acreage is not currently
available for waste disposal.                                       

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(2)  Unused permitted airspace represents in cubic yards the portion of the     
    permitted acreage that has not yet been used for waste disposal but may be
  available for waste disposal after certain approvals are secured and, in
some instances, new disposal cells are constructed. Prior to actually 
constructing and/or operating a new disposal area or cell on permitted
     acreage, it may be necessary, depending upon the regulatory requirements of
the particular state or locality, for the Company to obtain additional
authorizations.                                                       

(3)  The Company has applied for a permit to increase the permitted acreage and 
    permitted cubic airspace at the Wyandot landfill by approximately 98 acres
and approximately 19.1 million cubic yards, respectively.             

(4)  The Company has applied for a permit to increase the permitted acreage and 
    permitted cubic airspace at the Pittsburg County landfill by approximately
15 acres and approximately 975,000 cubic yards, respectively.         

      The Company monitors the available permitted in-place disposal capacity at
each of its landfills on an ongoing basis and evaluates whether to seek to      
expand this capacity. In making this evaluation, the Company considers various  
factors, including the volume of waste projected to be disposed of at the       
landfill, the size of the unpermitted acreage included in the landfill, the     
likelihood that the Company will be successful in obtaining the necessary       
approvals and permits required for the expansion and the costs that would be    
involved in developing the expanded capacity. The Company also considers on an  
ongoing basis the extent to which it is advisable, in light of changing market  
conditions and/or regulatory requirements, to seek to expand or change the      
permitted waste streams at a particular landfill or to seek other permit        
modifications. Set forth below is certain information concerning certain of the 
new permits, permit modifications and approvals that the Company is currently   
seeking to enable it to expand its disposal capacity. There can be no assurance 
that the Company will succeed in obtaining any of such permits, permit          
modifications or approvals, or that additional permits, permit modifications or 
approvals will not be required or that additional requirements will not be      
imposed by regulatory agencies.                                                 

    Livingston. The Livingston landfill consists of approximately 556 acres,
of which approximately 255 are permitted acres. There are approximately 30      
million cubic yards of unused permitted airspace. Previously, cells developed at
the Livingston landfill have been constructed with double composite liner       
systems. In September 1996, the Livingston landfill received a permit to        
construct cells using a single liner composite system. In February 1997,        
Livingston received the significant modification permit from the Illinois       
Environmental Protection Agency for a major lateral and vertical expansion and  
re-permitting of the site. The significant modification permit includes         
authorization to expand the residual waste monofill into a facility capable of  
accepting various special wastes and MSW. The net effect of this authorization  
increased the permitted acreage by approximately 200 acres to approximately 255 
acres and increased the site's available capacity from approximately 6.0 million
cubic yards to an estimated available capacity of approximately 30 million cubic
yards. The Livingston landfill has approximately 14 years of total site life at 
current disposal levels.                                                        

      Wyandot. The Wyandot landfill consists of approximately 344 acres in three
proximate locations, and the Company has an option to purchase up to            
approximately 94 adjacent additional acres in the vicinity. Approximately 87 of 
the owned acres are permitted, and there are approximately 6.2 million cubic    
yards of unused permitted airspace. Cells developed to date at the Wyandot      
landfill have been constructed with double composite liner systems. The Company 
has applied for a permit from applicable regulatory authorities to use a single 
composite liner in constructing new cells, which the Company believes should    
reduce cell development costs. The Company has applied for a permit from the    
Ohio Environmental Protection Agency to expand its landfill capacity by using   
the valley between two of the hills that are currently permitted for waste      
disposal, as well as the option acreage. The Company anticipates that if it     
exercised its option, obtained the required permits and constructed the         
additional landfill areas, the Wyandot landfill would have approximately 50     
years of total site life at current disposal levels.                            

     Clarion. The Clarion landfill consists of approximately 606 acres, of which
approximately 60 are permitted acres. There are approximately 4.1 million cubic 
yards of unused permitted airspace. Cells developed at the Clarion              

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landfill have been, and due to regulatory requirements will continue to be,     
constructed with double liner systems. The Clarion landfill has approximately 11
years of total site life at current disposal levels.                            

     Wheatland. The Wheatland landfill consists of approximately 68 acres, and
the Company has an option to purchase up to approximately 800 additional acres  
in the vicinity. Approximately 55 of the owned acres are permitted acres and    
there are approximately 1.3 million cubic yards of unused permitted airspace.   
The Company anticipates that after a planned expansion, the Wheatland landfill  
would have approximately eight years of total site life at current disposal     
levels (three years if such expansion is not approved by the Cherokee County    
Board of Commissioners). In addition, the Company has an option to purchase an  
undeveloped parcel in Missouri, which has been granted a permit to develop a    
landfill.                                                                       

     Pittsburg County. The Pittsburg County landfill consists of approximately
76 acres, of which approximately 15 are permitted acres. There are approximately
0.4 million cubic yards of unused permitted airspace. The Company applied for a 
permit in October 1996 to build a lateral expansion that would increase         
permitted capacity to approximately 30 acres. The Company anticipates that after
the planned expansion, the Pittsburgh County landfill would have approximately  
25 years of total site life at current disposal levels.                         

Transfer Stations                                                               

   The Company has an active program to acquire, develop, own, operate and
contract to receive waste volumes from transfer stations in markets which are   
proximate to its operations. The use of transfer stations reduces the Company's 
costs associated with the transportation of its collected waste and also        
increases the market area served by the Company's landfills. Presently, the     
Company owns, operates or has exclusive contracts to receive waste from a total 
of 12 transfer stations. In addition, two new transfer stations are under       
construction, each of which will replace an existing transfer station.          

   Missouri Region. The Company owns, operates or has exclusive agreements
with six transfer stations in the Missouri region. In 1993, the Company acquired
its first transfer station in the Missouri region. Concurrently, the Company    
entered into exclusive agreements with three municipal transfer stations to     
receive their waste at the Company's Wheatland landfill. In 1995, the Company   
developed and began operating two additional transfer stations. Currently, the  
Company is constructing a transfer station in the region which will replace the 
Bentonville, Arkansas transfer station.                                         

    Ohio Region. The Company owns, operates or has exclusive agreements with
four transfer stations in the Ohio region. The Company entered into exclusive   
contracts in 1995 to receive waste from two transfer stations in its Ohio       
region. The Company has recently acquired two transfer stations through its     
acquisition of the Ross Bros. Waste & Recycling Company located in Mt. Vernon,  
Ohio and Bowers-Phase II, Inc. in Vickery, Ohio. In 1996, the Company applied   
for a permit to develop and operate a new transfer station for Marion County,   
Ohio. Currently, this transfer station is under construction and when completed 
will replace the Marion County transfer station.                                

  Illinois Region. In August 1996, the Company secured additional volume
under an exclusive, long-term agreement with a transfer station in Bloomington, 
Illinois.                                                                       

Collection Operations                                                           

      The Company collects solid waste from over 132,000 residential, commercial
and industrial customers through its own collection operations and through      
brokerage arrangements with other haulers. The Company's collection operations  
are conducted generally within a 50-mile radius of either its transfer stations 
or landfills, which allows the Company to serve a geographic area within a      
radius of approximately 125 miles from its landfills. The Company also contracts
with local generators of solid waste and directs the waste to either its own    
landfill or to a third-party landfill or for additional handling at one of its  
transfer stations. During the year ended December 31, 1996, the Company's       

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captive waste (including the Company's collection operations and third party    
haulers operating under long-term contracts) constituted an average of          
approximately 61% of the solid waste disposed of at its landfills.              

    Fees for the Company's commercial and industrial collection services are
determined by such factors as collection frequency, type of equipment and       
containers furnished, the type, volume and weight of the waste collected, the   
distance to the disposal or processing facility and the cost of disposal or     
processing. A majority of the Company's commercial and industrial waste         
collection services are performed under contracts. Substantially all of the     
Company's municipal solid waste collection services are performed under         
contracts with municipalities. These contracts grant the Company exclusive      
rights to service all or a portion of the residential homes in a specified      
community or provide a central repository for residential waste drop-off. The   
Company had 49 municipal contracts in place as of March 15, 1997. Municipal     
contracts in the Company's market areas are typically awarded, at least         
initially, on a competitive bid basis and usually range in duration from one to 
five years. Fees are based primarily on the frequency and type of service, the  
distance to the disposal or processing facility and the cost of disposal or     
processing. Municipal collection fees are usually paid either by the            
municipalities from tax revenues or through direct service charges to the       
residents receiving the service. The Company also provides subscription         
residential collection services directly to households.                         

Sales and Marketing                                                             

   The Company has a coordinated marketing strategy which is formulated at
the corporate level and implemented at the regional level to achieve its desired
mix of MSW and special waste in each of its regions. For example, certain       
employees of the Company in its Illinois, Ohio and western Pennsylvania regions 
focus on securing special waste generated by industrial customers. In addition  
to competitive pricing, the Company's marketing strategy emphasizes quality     
service particularly with respect to rapid turnaround time at its landfills.    
Each manager implements the Company's marketing strategy, which is overseen by  
senior management. Depending upon the size of the region and its customer mix,  
each manager may focus on commercial, industrial, residential or municipal      
accounts to a varying degree. The Company maintains periodic contact with all of
its accounts to increase customer retention. Company salespersons call on       
prospective customers in a specified geographic territory.                      

     Since the Company acquires its waste collection operations primarily from
entrepreneurs who generally do not have independent sales forces, the Company   
often retains these entrepreneurs during the transition period following the    
acquisition of such operations to acquaint the Company's sales force with the   
acquired companies' customer base.                                              

The Company has a diverse customer base, with no single customer    
accounting for more than 10% of the Company's revenues in 1996. The Company does
not believe that the loss of any single customer would have a material adverse  
effect on the Company's results of operation.                                   

Competition                                                                     

      The solid waste collection and disposal business is highly competitive and
requires substantial amounts of capital. The Company competes with numerous     
local and regional companies and, in selected areas, with the large national    
waste management companies. The industry is led by four national waste          
management companies, WMX Technologies, Inc., Browning-Ferris Industries, Inc., 
Allied Waste Industries, Inc. (having completed its acquisition of the solid    
waste management operations of Laidlaw Inc.) and USA Waste Services, Inc., and  
includes numerous local and regional companies of varying sizes and competitive 
resources such as United Waste Systems, Inc., Superior Services, Inc., Eastern  
Environmental Services, Inc. and Republic Industries, Inc. The large national   
companies, as well as a number of the regional companies, are significantly     
larger and have greater financial resources than the Company. The Company also  
competes with those counties and municipalities that maintain their own waste   
collection and disposal operations. These counties and municipalities may have  
financial advantages due to the availability to them of tax revenues and tax    
exempt financing. The Company competes primarily by charging competitive prices 
and offering quality service. Competitors may reduce the price of their services
in an effort to expand market share or to win competitively bid municipal       
contracts.                                                                      

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    The solid waste collection and disposal industry is currently undergoing
significant consolidation, and the Company encounters competition in its efforts
to acquire landfills and collection operations. Accordingly, it may become      
uneconomical for the Company to make further acquisitions or the Company may be 
unable to locate or acquire suitable acquisition candidates at price levels and 
on terms and conditions that the Company considers appropriate, particularly in 
markets the Company does not already serve.                                     

Competition in the disposal industry may also be affected by the    
increasing national emphasis on recycling and other waste reduction programs,   
which may reduce the volume of waste deposited in landfills.                    

Liability Insurance and Bonding                                                 

    The Company carries a broad range of insurance for the protection of its
assets and operations that it believes is customary to the waste management     
industry, including pollution liability coverage. Specifically, each of the     
Company's five landfills has pollution liability coverage of $10.0 million per  
occurrence or $10.0 million in the aggregate subject to a $10,000 deductible.   
Nevertheless, if the Company were to incur liability for environmental damage   
which exceeds coverage limits or is not covered by insurance, its business,     
financial condition and results of operations could be materially adversely     
affected.                                                                       

  The Company is required to post a performance bond or a bank letter of
credit or to provide other forms of financial assurance in connection with      
closure and post-closure obligations with respect to landfills and its other    
solid waste management operations and may be required to provide such financial 
assurance in connection with municipal residential collection contracts. As of  
December 31, 1996, the Company had outstanding approximately $15.7 million of   
performance bonds. If the Company were unable to obtain surety bonds or letters 
of credit in sufficient amounts, or to provide other required forms of financial
assurance, it would be unable to remain in compliance with the Subtitle D       
Regulations or comparable state requirements and, among other things, might be  
precluded from entering into certain municipal collection contracts and         
obtaining or holding landfill operating permits.                                

Employees                                                                       

      At March 15, 1997, the Company employed approximately 490 employees, 63 of
whom were managers or professionals, 352 of whom were hourly paid employees     
involved in collection, transfer and disposal operations, and 75 of whom were   
sales, clerical, data processing or other administrative employees. None of the 
Company's employees is represented by unions, and the Company has no knowledge  
of any organizational efforts among its employees. The Company believes that its
relations with its employees are good.                                          

Environmental Regulations                                                       

   The Company is subject to extensive and evolving environmental laws and
regulations that have been enacted in response to technological advances and    
increased concern over environmental issues. These regulations are administered 
by the EPA and various other federal, state and local environmental,            
transportation, health and safety agencies. The Company believes that there will
continue to be increased regulation, legislation and regulatory enforcement     
actions related to the solid waste management, collection and disposal industry.
In light of these developments, the Company attempts to anticipate future       
regulatory requirements that might be imposed and plans accordingly to remain in
compliance with the regulatory framework.                                       

 In order to develop and operate a landfill, transfer station or other
solid waste management facility, the Company typically must go through several  
governmental review processes and obtain one or more permits and often zoning or
other land use approvals. These permits and zoning or land use approvals are    
difficult and time consuming to obtain or to secure renewal of and sometimes are
opposed by various local elected officials and citizens' groups. Once obtained, 
operating permits generally must be periodically renewed and are subject to     
modification and revocation by the issuing agency.                              

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      The Company's operation of solid waste management facilities subject it to
certain operational, monitoring, site maintenance, closure and post-closure and 
financial assurance obligations which change from time to time and which could  
give rise to increased capital expenditures and operating costs. In connection  
with the Company's acquisition of existing landfills, it is often necessary to  
expend considerable time, effort and money in complying with the governmental   
review and permitting process necessary to maintain or increase the capacity of 
these landfills. Governmental authorities have the power to enforce compliance  
with these laws and regulations and to obtain injunctions or impose civil or    
criminal penalties in the case of violations. During the ordinary course of its 
landfill operations, the Company has from time to time received citations or    
notices from such authorities that such operations are not in compliance with   
certain applicable environmental laws and regulations. Upon receipt of such     
citations or notices, the Company generally works with the authorities in an    
attempt to resolve the issues raised by such citations or notices. Failure to   
correct the problems to the satisfaction of the authorities could lead to       
curtailed operations or even closure of a landfill.                             

In order to transport solid waste, it is generally necessary for the
Company to possess one or more permits and approvals from state or local        
agencies. These permits must also be periodically renewed and are subject to    
modification and revocation by the issuing agency. In addition, the Company's   
waste transportation operations are subject to evolving law and regulations that
impose operational, monitoring, training and safety requirements. The Company   
believes that its operations are in substantial conformity with its permits.    

      The principal federal, state and local statutes and regulations applicable
to the Company's operations are as follows:                                     

The Resource Conservation and Recovery Act of 1976 ("RCRA"). RCRA   
regulates the generation, treatment, storage, handling, transportation and      
disposal of solid waste and requires states to develop programs to insure the   
safe disposal of solid waste. RCRA divides solid waste into two groups,         
hazardous and non-hazardous. Wastes are generally classified as hazardous wastes
if they: (i) either (a) are specifically included on a list of hazardous wastes 
or (b) exhibit certain hazardous characteristics; and (ii) are not specifically 
designated as non-hazardous. Wastes classified as hazardous under RCRA are      
subject to much stricter regulation than wastes classified as non-hazardous.    
Among the wastes that are specifically designated as non-hazardous waste are    
household waste and special wastes. These wastes, which will be accepted at the 
Company's landfills, may contain substances that may be as toxic or prone to    
cause contamination as some wastes classified and regulated as hazardous.       

  In October 1991, the EPA adopted the Subtitle D Regulations. These new
regulations became generally effective in October 1993 (except for certain MSW  
landfills accepting less than 100 tons per day, as to which the effective date  
was April 9, 1994, and new financial assurance requirements, which become       
effective April 9, 1997) and include location restrictions, siting criteria,    
facility design standards, operating criteria, closure and post-closure         
requirements, financial assurance requirements, groundwater monitoring          
requirements, groundwater remediation standards and corrective action           
requirements. In addition, these new regulations require that new landfill units
meet more stringent liner design criteria (typically, composite soil and        
synthetic liners or two or more synthetic liners) designed to keep leachate out 
of groundwater and have extensive collection systems to carry away leachate for 
treatment prior to disposal. Groundwater wells must also be installed at        
virtually all landfills to monitor groundwater quality. The Company believes    
that there is no groundwater contamination at its landfills that is material to 
its financial condition. The regulations also require, where threshold test     
levels are present, that methane gas generated at landfills be controlled in a  
manner that will protect human health and the environment. Each state is        
required to revise its landfill regulations to meet these requirements or such  
requirements will be automatically imposed upon it by the EPA. Each state is    
also required to adopt and implement a permit program or other appropriate      
system to ensure that landfills within the state comply with the Subtitle D     
criteria. All states in which the Company owns landfills have adopted           
regulations or programs as stringent as or more stringent than the Subtitle D   
Regulations, which were first proposed by the EPA in August 1988. All states in 
which the Company's landfills are located have adopted the required plans and   
have submitted them to the EPA for review. Pennsylvania, Oklahoma, Ohio,        
Illinois and Kansas have each received full EPA approval for their programs, and
Kansas has received partial approval for its program.                           

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   The Federal Water Pollution Control Act of 1977, as amended (the "Clean
Water Act"). The Clean Water Act establishes rules regulating the discharge of  
pollutants from a variety of sources, including solid waste disposal sites, into
waters of the United States. If runoff or collected leachate from the Company's 
landfills is discharged into waters of the United States, the Clean Water Act   
would require the Company to apply for and obtain a discharge permit, conduct   
sampling and monitoring and, under certain circumstances, reduce the quantity of
pollutants in such discharge. Also, virtually all landfills are required to     
comply with the new federal storm water regulations, which are designed to      
prevent possibly contaminated storm water from flowing into surface waters.     
These regulations required that applications for stormwater discharge permits be
submitted by October 1992. The Company is working with the appropriate          
regulatory agencies to ensure that its facilities are in compliance with Clean  
Water Act requirements, particularly as they apply to treatment and discharge of
leachate and storm water. The Company has secured or has applied for the        
required discharge permits under the Clean Water Act or comparable              
state-delegated programs. In those instances where the Company's applications   
for discharge permits are pending and a final discharge permit has not been     
issued, the Company is substantially in compliance with applicable substantive  
standards set by the respective states in administering the Clean Water Act. To 
ensure compliance with the Clean Water Act pretreatment and discharge           
requirements, the Company has arranged to discharge its effluent to municipal   
wastewater treatment facilities, except at the Pittsburgh County landfill, where
the state regulatory agency has allowed recirculation of the Company's leachate 
to a lined area of the landfill.                                                

     The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980 ("CERCLA"). CERCLA established a regulatory and remedial program        
intended to provide for the investigation and cleanup of facilities from which  
there has been, or is threatened, a release of any hazardous substance into the 
environment. CERCLA's primary mechanism for remedying such problems is to impose
strict joint and several liability for cleanup of facilities on current owners  
and operators of the site, former owners and operators of the site at the time  
of the disposal of the hazardous substances, as well as the generators of the   
hazardous substances and the transporters who arranged for disposal or          
transportation of the hazardous substances. The costs of CERCLA investigation   
and cleanup can be very substantial. Liability under CERCLA does not depend upon
the existence or disposal of "hazardous waste" but can also be founded upon the 
existence of even very small amounts of the many hundreds of "hazardous         
substances" listed by the EPA, many of which can be found in household waste. If
the Company were to be found to be a responsible party for a CERCLA cleanup,    
either at one of the Company's owned or operated facilities, or at a site where 
waste transported by the Company has been stored or disposed of, the Company    
could be held completely responsible for all investigative and remedial costs   
even if others may also be liable. CERCLA also authorizes the imposition of a   
lien in favor of the United States upon all real property subject to or affected
by a remedial action for all costs for which a party is liable. The Company's   
ability to obtain reimbursement from others for their allocable share of such   
costs would be limited by the Company's ability to find other responsible       
parties and prove the extent of their responsibility and by the financial       
resources of such other parties. In the past, legislation has been introduced in
Congress to limit the liability of municipalities and others under CERCLA as    
generators and transporters of municipal solid waste. Although such legislation 
has not been enacted, if it were to pass it would limit the Company's ability to
seek full contribution from municipalities for CERCLA cleanup costs even if the 
hazardous substances that were released and caused the need for cleanup at one  
of the Company's facilities were generated by or transported to the facility by 
a municipality.                                                                 

 Continued funding for implementation of RCRA, the Clean Water Act and
CERCLA is scheduled for reauthorization by Congress this year. Depending upon   
whether and how Congress acts, it is possible that each of these laws may be    
changed in ways that may significantly affect the Company's business.           

The Clean Air Act. The Clean Air Act, including the 1990 amendments,
provides for regulation, through state implementation of federal requirements,  
of the emission of air pollutants from certain landfills based upon the date of 
the landfill construction and volume per year of emissions of regulated         
pollutants. The EPA has recently promulgated new source performance standards   
regulating air emissions of certain regulated pollutants (methane and           
non-methane organic compounds) from municipal solid waste landfills. The EPA has
also issued regulations controlling the emissions of particular regulated air   
pollutants from municipal solid waste landfills. Landfills located in areas     
designated as having                                                            

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air pollution problems may be subject to even more extensive air pollution      
controls and emission limitations. In addition, the EPA has issued standards    
regulating the disposal of asbestos-containing materials.                       

Each of the federal statutes described above contains provisions    
authorizing, under certain circumstances, the bringing of lawsuits by private   
citizens to enforce the provisions of the statutes.                             

     The Occupational Safety and Health Act of 1970 ("OSHA"). OSHA establishes
employer responsibilities and authorizes the promulgation by the Occupational   
Safety and Health Administration of occupational health and safety standards,   
including the obligation to maintain a workplace free of recognized hazards     
likely to cause death or serious injury, to comply with adopted worker          
protection standards, to maintain certain records, to provide workers with      
required disclosures and to implement certain health and safety training        
programs. Various of those promulgated standards may apply to the Company's     
operations, including those standards concerning notices of hazards, safety in  
excavation and demolition work, the handling of asbestos and asbestos-containing
materials, and worker training and emergency response programs. The Company's   
employees are trained to respond appropriately in the event there is an         
accidental spill or release of packaged asbestos-containing materials or other  
regulated substances during transportation or landfill disposal.                

    State and Local Regulation. Each state in which the Company now operates
or may operate in the future has laws and regulations governing the generation, 
storage, treatment, handling, transportation and disposal of solid waste, water 
and air pollution and, in most cases, the siting, design, operation,            
maintenance, closure and post-closure maintenance of landfills and transfer     
stations. In addition, many states have adopted "Superfund" statutes comparable 
to, and in some cases more stringent than, CERCLA. These statutes impose        
requirements for investigation and cleanup of contaminated sites and liability  
for costs and damages associated with such sites, and some provide for the      
imposition of liens on property owned by responsible parties. Furthermore, many 
municipalities also have ordinances, local laws and regulations affecting       
Company operations. These include zoning and health measures that limit solid   
waste management activities to specified sites or activities, flow control      
provisions that direct the delivery of solid wastes to specific facilities, laws
that grant the right to establish franchises for collection services and then   
put out for bid for the right to provide collection services, and bans or other 
restrictions on the movement of solid wastes into a municipality.               

  Certain permits and approvals may limit the types of waste that may be
accepted at a landfill or the quantity of waste that may be accepted at a       
landfill during a given time period. In addition, certain permits and approvals,
as well as certain state and local regulations, may limit a landfill to         
accepting waste that originates from specified geographic areas or seek to      
restrict the importation of out-of-state waste or otherwise discriminate against
out-of-state waste. Generally, restrictions on the importation of out-of-state  
waste have not withstood judicial challenge. However, from time to time federal 
legislation is proposed which would allow individual states to prohibit the     
disposal of out-of-state waste or to limit the amount of out-of-state waste that
could be imported for disposal and would require states, under certain          
circumstances, to reduce the amounts of waste exported to other states. Although
such legislation has not been passed by Congress yet, if this or similar        
legislation is enacted, states in which the Company operates landfills could act
to limit or prohibit the importation of out-of-state waste. Such state actions  
could materially adversely affect landfills within those states that receive a  
significant portion of waste originating from out-of-state.                     

In addition, certain states and localities may for economic or other
reasons restrict the exportation of waste from their jurisdiction or require    
that a specified amount of waste be disposed of at facilities within their      
jurisdiction. In 1994, the United States Supreme Court held unconstitutional,   
and therefore invalid, a local ordinance that sought to impose flow controls on 
taking waste out of the locality. However, certain state and local jurisdictions
continue to seek to enforce such restrictions and, in certain cases, the Company
may elect not to challenge such restrictions based upon various considerations. 
In addition, the aforementioned proposed federal legislation, if adopted, could 
allow states and localities to impose certain flow control restrictions. These  
restrictions could result in the volume of waste going to landfills being       
reduced in certain areas, which may materially adversely affect the Company's   
ability to operate its landfills at their full capacity and/or affect the prices
that can be charged for landfill disposal services. These restrictions may also 
result in higher disposal costs for the Company's collection operations. If the 
Company were unable to pass                                                     

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such higher costs through to its customers, the Company's business, financial   
condition and results of operations could be materially adversely affected.     

      There has been an increasing trend at the state and local level to mandate
and encourage waste reduction at the source and waste recycling and to prohibit 
or restrict the disposal of certain types of solid wastes, such as yard wastes, 
leaves and tires, in landfills. The enactment of regulations reducing the volume
and types of wastes available for transport to and disposal in landfills could  
affect the Company's ability to operate its facilities at their full capacity.  

Risk Factors                                                                    

    Ability to Manage Growth. The Company's goal is to increase the scale of
its operations significantly through the acquisition of other solid waste       
businesses and through internal growth. Consequently, the Company may experience
periods of rapid growth with significantly increased staffing level             
requirements. Such growth could place a significant strain on the Company's     
management and on its operational, financial and other resources. The Company's 
ability to maintain and manage its growth effectively will require it to develop
its management information systems capabilities and improve its operational and 
financial systems and controls. Moreover, the Company will need to attract,     
train, motivate, retain and manage its senior managers, technical professionals 
and other employees. Any failure to expand its management information system    
capabilities, to implement and improve its operational and financial systems and
controls or to recruit appropriate additional personnel in an efficient manner  
at a pace consistent with the Company's business growth would have a material   
adverse effect on the Company's business, financial condition and results of    
operations.                                                                     

 Availability of Additional Acquisition Targets; Integration of Future
Acquisitions. The Company's ongoing acquisition program is a key element of its 
acquisition-based growth strategy for expanding its solid waste management      
services. Consequently, the future growth of the Company depends in large part  
upon the successful continuation of this acquisition program. The Company may   
encounter substantial competition in its efforts to acquire landfills, transfer 
stations and collection companies. There can be no assurance that the Company   
will succeed in locating or acquiring appropriate acquisition candidates at     
price levels and on terms and conditions that the Company considers appropriate.
In addition, if in the future the Company is successful in acquiring targeted   
companies, it will need to integrate these acquired companies into the Company's
operations. There can be no assurance that the Company will successfully        
integrate future acquisitions into its operations.                              

    History of Losses and Working Capital Deficits; Integration of Completed
Acquisitions. The Company has recorded net losses to common stockholders of     
approximately $2.4 million, $3.7 million and $370,000 during the fiscal years   
ended December 31, 1994, 1995 and 1996, respectively, and has had working       
capital deficits in the past. The financial position and results of operations  
of the Company will depend to a large extent on the Company's ability to        
integrate effectively the operations of the companies it has acquired from      
January 1993 to date and to realize expected efficiencies and economies of scale
from such acquisitions. There can be no assurance that the Company's efforts to 
integrate these operations will be effective, that expected efficiencies and    
economies of scale will be realized or that the Company will be able to         
consolidate successfully its operations. The failure to achieve any of these    
results could have a material adverse effect on the Company's business,         
financial condition and results of operations.                                  

Limited Operating History. Following the Exchange, the Company began
operating as a consolidated entity effective as of January 1, 1996. Prior to    
1996, the Company's operations were conducted by ADS and CDI, two subsidiaries  
of the Company, the operations of which were acquired by the Company's          
stockholders in 1993 and 1995, respectively. Accordingly, the Company has a     
limited history of operating as a consolidated entity and may experience        
difficulties as it integrates the operations of its subsidiaries.               

  Significant Leverage. Historically, the Company has incurred significant
debt obligations in connection with financing its acquisitions and business     
growth. The Company presently has a $125 million revolving credit and term loan 
facility with ING (U.S.) Capital Corporation, as administrative agent, and      
Morgan Guaranty Trust Company of                                                

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New York, as documentation agent (the "Credit Facility"). As of December 31,    
1996, the Company's consolidated indebtedness was $68.0 million, its            
consolidated total assets were $145.0 million and its stockholders' equity was  
$58.1 million. The Company's ability to meet its debt service obligations will  
depend upon its future performance, which, in turn, will be subject to general  
economic conditions and to financial, business and other factors affecting the  
operations of the Company, many of which are beyond the Company's control. If   
the Company fails to generate sufficient cash flow to repay its debt, the       
Company may be required to refinance all or a portion of its existing debt or to
obtain additional financing. There can be no assurance that such refinancing or 
any additional financing could be obtained on terms favorable to the Company or 
at all.                                                                         

Highly Competitive Industry. The solid waste collection and disposal
business is highly competitive and requires substantial amounts of capital. The 
Company competes with numerous solid waste management companies, many of which  
are significantly larger and have greater financial resources than the Company. 
The Company also competes with those counties, municipalities and solid waste   
districts that maintain their own waste collection and disposal operations.     
These counties, municipalities and solid waste districts may have financial     
advantages due to the availability to them of user fees, charges or tax revenues
and the greater availability to them of tax-exempt financing. In addition,      
competitors may reduce the price of their services in an effort to expand market
share or to win competitively bid municipal contracts. There can be no assurance
that the Company will be able to compete successfully.                          

   Funding of Future Capital Requirements. The Company's acquisition-based
growth strategy has resulted in a steady increase in its capital requirements,  
and such increase may continue in the future as the Company pursues its         
strategy. The Company has incurred working capital deficits in the past, and    
there can be no assurance that its available working capital will be sufficient 
in the future as it pursues its growth strategy. To the extent that internally  
generated cash and cash available under the Credit Facility are not sufficient  
to provide the cash required for future operations, capital expenditures,       
acquisitions, debt repayment obligations and financial assurance obligations,   
the Company will require additional equity or debt financing in order to provide
such cash. There can be no assurance, however, that such financing will be      
available or, if available, will be on terms satisfactory to the Company. Where 
appropriate, the Company may seek to minimize the use of cash to finance its    
acquisitions by using capital stock, assumption of indebtedness or notes.       
However, there can be no assurance the owners of the businesses the Company may 
wish to acquire will be willing to accept non-cash consideration in whole or in 
part.                                                                           

   Dependence on Third Party Collection Operations. A portion of the solid
waste delivered to the Company's landfills is delivered by third party          
collection companies under informal arrangements or without long-term contracts.
If these third parties discontinued their arrangements with the Company and if  
the Company were unable to replace these third party arrangements without       
incurring significant additional costs, the Company's business, financial       
condition and results of operations might be materially adversely affected.     

      Limitations on Internal Expansion. The Company's operating program depends
on its ability to expand and develop its landfills, transfer stations and       
collection operations. The process of obtaining required permits and approvals  
to operate or expand solid waste management facilities, including landfills and 
transfer stations, has become increasingly difficult and expensive, often taking
several years, requiring numerous hearings and compliance with zoning,          
environmental and other regulatory requirements and often being subject to      
resistance from citizen or other groups. There can be no assurance that the     
Company will be successful in obtaining the permits it requires or that such    
permits will not contain onerous terms and conditions. An inability to receive  
such permits and approvals could have a material adverse effect on the Company's
business, financial condition and results of operations. In some areas, suitable
land may be unavailable for new landfill sites. There can be no assurance that  
the Company will be successful in obtaining new landfill sites or expanding the 
permitted capacity of its current landfills once its landfill capacity has been 
consumed. In such event, the Company could be forced to dispose of collected    
waste at landfills operated by its competitors, which could have a material     
adverse effect on the Company's landfill revenues and collection expenses.      

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     Extensive Environmental and Land Use Laws and Regulations. The Company is
subject to extensive and evolving environmental and land use laws and           
regulations, which have become increasingly stringent in recent years as a      
result of greater public interest in protecting and cleaning up the environment.
These laws and regulations affect the Company's business in many ways, including
as set forth below.                                                             

Extensive Permitting Requirements. In order to develop and operate a
landfill or other solid waste management facility, it is necessary to obtain and
maintain in effect one or more facility permits and other governmental          
approvals, including those related to zoning, environmental and land use. In    
addition, the Company may be required to obtain similar permits and approvals in
order to expand its existing landfill and solid waste management operations.    
These permits and approvals are difficult and time consuming to obtain and are  
frequently subject to community opposition, opposition by various local elected 
officials or citizens and other uncertainties. In addition, after an operating  
permit for a landfill or other facility is obtained, the permit may be subject  
to modification or revocation by the issuing agency, and it may be necessary to 
obtain periodically a renewal of the permit, which may reopen opportunities for 
opposition to the permit. Moreover, from time to time, regulatory agencies may  
delay the review or grant of these required permits or approvals or may modify  
the procedures or increase the stringency of the standards applicable to its    
review or grant of such permits or approvals. In addition, the Company may not  
be able to ensure that its landfill operations are included and remain in the   
solid waste management plan of the state or county in which such operations are 
conducted. The Company may also have difficulty obtaining host agreements with  
counties or local communities, or existing host communities may demand          
modifications of existing host agreements in connection with planned expansions,
either of which could adversely affect the Company's operations and increase the
Company's costs and reduce its margins. There can be no assurance that the      
Company will be successful in obtaining and maintaining in effect the permits   
and approvals required for the successful operation and growth of its business, 
including permits or approvals required for planned landfill expansions, and the
failure by the Company to obtain or maintain in effect a permit significant to  
its business could materially adversely affect the Company's business, financial
condition and results of operations.                                            

 Design, Operation and Closure Requirements. The design, operation and
closure of landfills are subject to extensive regulations. These regulations    
include, among others, the regulations (the "Subtitle D Regulations")           
establishing minimum federal requirements adopted by the United States          
Environmental Protection Agency (the "EPA") in October 1991 under Subtitle D of 
the Resource Conservation and Recovery Act of 1976 ("RCRA"). The Subtitle D     
Regulations generally became effective on October 9, 1993 (except for new       
financial assurance requirements, which are scheduled to become effective April 
9, 1997). The Subtitle D Regulations require all states to adopt regulations    
regarding landfill design, operation and closure requirements that are as       
stringent as, or more stringent than, the Subtitle D Regulations. All states in 
which the Company's landfills are located have in place extensive landfill      
regulations consistent with the Subtitle D requirements. These federal and state
regulations require the Company to design the landfill in accordance with       
stringent technical requirements, monitor groundwater, post financial           
assurances, and fulfill landfill closure and post-closure obligations. These    
regulations could also require the Company to undertake investigatory, remedial 
and monitoring activities, to curtail operations or to close a landfill         
temporarily or permanently. Furthermore, future changes in these regulations may
require the Company to modify, supplement, or replace equipment or facilities at
costs which may be substantial.                                                 

Legal and Administrative Proceedings. In the ordinary course of its 
business, the Company may become involved in a variety of legal and             
administrative proceedings relating to land use and environmental laws and      
regulations. These may include proceedings by federal, state or local agencies  
seeking to impose civil or criminal penalties on the Company for violations of  
such laws and regulations, or to impose liability on the Company under the      
Comprehensive Environmental Response, Compensation, and Liability Act of 1980   
("CERCLA") or comparable state statutes, or to revoke or deny renewal of a      
permit; actions brought by citizens' groups, adjacent landowners or governmental
entities opposing the issuance of a permit or approval to the Company or        
alleging violations of the permits pursuant to which the Company operates or    
laws or regulations to which the Company is subject; and actions seeking to     
impose liability on the Company for any environmental damage at its landfill    
sites or that its landfills or other properties may have caused to adjacent     
landowners or others, or at sites to which it transported waste, including      
groundwater or soil contamination. The Company could incur substantial legal    
expenses during the course of the                                               

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aforementioned proceedings, and the adverse outcome of one or more of these     
proceedings could materially adversely affect the Company's business, financial 
condition and results of operations.                                            

      During the ordinary course of its operations, the Company has from time to
time received, and expects that it may in the future receive, citations or      
notices from governmental authorities that its operations are not in compliance 
with its permits or certain applicable environmental or land use laws and       
regulations. The Company generally seeks to work with the authorities to resolve
the issues raised by such citations or notices. There can be no assurance,      
however, that the Company will always be successful in this regard, and the     
failure to resolve a significant issue could result in one or more of the       
adverse consequences to the Company described below under "Potential            
Liabilities."                                                                   

   Potential Liabilities. There may be various adverse consequences to the
Company in the event that a facility owned or operated by the Company (or a     
predecessor owner or operator whose liabilities the Company may have acquired   
expressly or under successor liability theories) causes environmental damage, in
the event that waste transported by the Company (or a predecessor) causes       
environmental damage at another site, in the event that the Company fails (or a 
predecessor failed) to comply with applicable environmental and land use laws   
and regulations or the terms of a permit or outstanding consent order or in the 
event the Company's owned or operated facility or the soil or groundwater       
thereunder is or becomes contaminated. These may include the imposition of      
substantial monetary penalties on the Company; the issuance of an order         
requiring the curtailment or termination of the operations involved or affected;
the revocation or denial of permits or other approvals necessary for continued  
operation or landfill expansion; the imposition of liability on the Company in  
respect of any environmental damage (including groundwater or soil              
contamination) at its landfill sites or that its landfills or other facilities  
or other Company-owned or operated facilities caused to adjacent landowners or  
others or environmental damage at another site associated with waste transported
by the Company; the imposition of liability on the Company under CERCLA or under
comparable state laws; and criminal liability for the Company or its officers.  
Any of the foregoing could materially adversely affect the Company's business,  
financial condition and results of operations.                                  

CERCLA and analogous state laws impose retroactive strict joint and 
several liability on various parties that are, or have been, associated with a  
site from which there has been, or is threatened, a release of any hazardous    
substance (as defined by CERCLA) into the environment. Liability under RCRA,    
CERCLA and analogous state laws may include responsibility for costs of site    
investigations, site cleanup, site monitoring, natural resources damages and    
property damages. Liabilities under RCRA, CERCLA and analogous state laws can be
very substantial and, if imposed upon the Company, could materially adversely   
affect the Company's business, financial condition and results of operations.   

      In the ordinary course of its landfill and waste management operations and
in connection with its review of landfill and other operations to be acquired,  
the Company has discovered at one landfill, and may in the future discover at   
other landfills or waste management facilities, indications of groundwater      
contamination. In such events, the Company would seek or be required to         
determine the magnitude and source of the problem and, if appropriate or        
required by applicable regulations, to design and implement measures to remedy, 
or halt the spread of, the contamination. There can be no assurance, however,   
that contamination discovered at a landfill or at other Company sites will not  
result in one or more of the adverse consequences to the Company described      
above.                                                                          

    Type, Quantity and Source Limitations. Certain permits and approvals may
limit the types of waste that may be accepted at a landfill or the quantity of  
waste that may be accepted at a landfill during a given time period. In         
addition, certain permits and approvals, as well as certain state and local     
regulations, may limit a landfill to accepting waste that originates from       
specified geographic areas or seek to restrict the importation of out-of-state  
waste or otherwise discriminate against out-of-state waste. Generally,          
restrictions on the importation of out-of-state waste have not withstood        
judicial challenge. However, from time to time federal legislation is proposed  
which would allow individual states to prohibit the disposal of out-of-state    
waste or to limit the amount of out-of-state waste that could be imported for   
disposal and would require states, under certain circumstances, to reduce the   
amounts of waste exported to other states. Although such legislation has not yet
been adopted by Congress, if this or similar legislation is enacted, states     

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in which the Company operates landfills could act to limit or prohibit the      
importation of out-of-state waste. Such state actions could materially adversely
affect landfills within those states that receive a significant portion of waste
originating from out-of-state.                                                  

In addition, certain states and localities may for economic or other
reasons restrict the exportation of waste from their jurisdiction or require    
that a specified amount of waste be disposed of at facilities within their      
jurisdiction. In 1994, the United States Supreme Court held unconstitutional,   
and therefore invalid, a local ordinance that sought to impose flow controls on 
taking waste out of the locality. However, certain state and local jurisdictions
continue to seek to enforce such restrictions and, in certain cases, the Company
may elect not to challenge such restrictions based upon various considerations. 
In addition, the aforementioned proposed federal legislation, if adopted, could 
allow states and localities to impose certain flow control restrictions. These  
restrictions could result in the volume of waste going to landfills being       
reduced in certain areas, which may materially adversely affect the Company's   
ability to operate its landfills at their full capacity and/or affect the prices
that can be charged for landfill disposal services. These restrictions may also 
result in higher disposal costs for the Company's collection operations. If the 
Company were unable to pass such higher costs through to its customers, the     
Company's business, financial condition and results of operations could be      
materially adversely affected.                                                  

Potential Liabilities Associated with Acquisitions. The businesses  
acquired by the Company may have liabilities that the Company did not discover  
or may have been unable to discover during its pre-acquisition investigations,  
including liabilities arising from environmental contamination or non-compliance
by prior owners with environmental laws or regulatory requirements, and for     
which the Company, as a successor owner or operator, may be responsible. Any    
indemnities or warranties, due to their limited scope, amount, or duration, the 
financial limitations of the indemnitor or warrantor or other reasons, may not  
fully cover such liabilities.                                                   

   Dependence on Senior Management. The Company is highly dependent on its
senior management team. The loss of the services of any member of senior        
management may have a material adverse effect on the Company's business,        
financial condition and results of operations. In an effort to minimize this    
risk, the Company has entered into employment contracts with certain members of 
senior management. The Company does not maintain "key man" life insurance with  
respect to members of senior management except for a $2.0 million policy        
maintained on the Company's President.                                          

      Limits on Insurance Coverage. There can be no assurance that the Company's
pollution liability insurance will provide sufficient coverage in the event an  
environmental claim were made against the Company or that the Company will be   
able to maintain in place such insurance at reasonable costs. An uninsured or   
underinsured claim of sufficient magnitude could have a material adverse effect 
on the Company's business, financial condition and results of operations.       

    Incurrence of Charges Related to Capitalized Expenditures. In accordance
with generally accepted accounting principles, the Company capitalizes certain  
expenditures and advances relating to acquisitions, pending acquisitions and    
landfill development and expansion projects. Indirect acquisition costs, such as
executive salaries, general corporate overhead, public affairs and other        
corporate services, are expensed as incurred. The Company's policy is to charge 
against earnings any unamortized capitalized expenditures and advances (net of  
any portion thereof that the Company estimates will be recoverable, through sale
or otherwise) relating to any operation that is permanently shut down, any      
pending acquisition that is not consummated, and any landfill development or    
expansion project that is not or not expected to be successfully completed.     
Therefore, the Company may be required to incur a charge against earnings in    
future periods, which charge, depending upon the magnitude thereof, could       
materially adversely affect the Company's business, financial condition and     
results of operations.                                                          

Use of Alternatives to Landfill Disposal. Alternatives to landfill  
disposal, such as recycling and composting, are increasingly being used. In     
addition, incineration is an alternative to landfill disposal in certain of the 
Company's markets. There also has been an increasing trend at the state and     
local levels to mandate recycling and waste reduction at the source and to      
prohibit the disposal of certain type of wastes, such as yard wastes, at        
landfills. These developments                                                   

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may result in the volume of waste going to landfills being reduced in certain   
areas, which may affect the Company's ability to operate its landfills at their 
full capacity or affect the prices that can be charged for landfill disposal    
services. For example, Illinois, Ohio and Pennsylvania, states in which the     
Company operates landfills, have adopted bans on the disposal of yard waste or  
leaves in landfills located in those states, and all of the states in which the 
Company operates landfills have adopted rules restricting or limiting disposal  
of tires at landfills. In addition, each of the states in which the Company     
operates landfills has adopted plans or requirements which set goals for        
specified percentages of certain solid waste items to be recycled. These        
recycling goals are being phased in over the next few years. These alternatives,
if and when adopted and implemented, may have a material adverse effect on the  
business, financial condition and results of operations of the Company.         

     Ability to Meet Financial Assurance Obligations. The Company is required to
post a performance bond or to provide other forms of financial assurance in     
connection with closure and post-closure obligations with respect to landfills  
or its other solid waste management operations and may be required to provide   
such financial assurance in connection with municipal residential collection    
contracts. As of December 31, 1996, the Company had outstanding approximately   
$15.7 million of performance bonds. If the Company were unable to obtain surety 
bonds in sufficient amounts, or to provide other required forms of financial    
assurance, it would be unable to remain in compliance with the Subtitle D       
Regulations or comparable state requirements and, among other things, might be  
precluded from entering into certain municipal collection contracts and         
obtaining or holding landfill operating permits.                                

Seasonality. The Company's revenues tend to be somewhat lower in the
winter months. This is primarily attributable to the fact that: (i) the volume  
of waste relating to construction and demolition activities tends to increase in
the spring and summer months; and (ii) the volume of industrial and residential 
waste in the regions where the Company operates tends to decrease during the    
winter months. In addition, particularly harsh weather conditions may delay the 
development of landfill capacity and otherwise result in the temporary          
suspension of certain of the Company's operations and could materially adversely
affect the Company's overall business, financial condition and results of       
operations.                                                                     

ITEM 2. PROPERTIES                                                              

 The principal fixed assets used by the Company in connection with its
landfill operations are its landfills which are described under Item 1.         
"Business--Operations--Landfills." The five landfills currently owned by the    
Company are situated on sites owned by the Company.                             

The principal fixed assets used by the Company in its collection    
operations and transfer stations as of March 15, 1997 are approximately 75 acres
of land used for transfer stations and other facilities related to collection   
operations (of which approximately 29 acres are owned and 46 acres are leased); 
and approximately 80 landfill equipment and machinery units, 35,000 collection  
containers and small equipment units and 325 trucks and trailers (in each       
instance, such number includes owned and leased units).                         

     The Company's corporate headquarters are located in Burr Ridge, Illinois,
where it leases approximately 4,000 square feet of space.                       

ITEM 3. LEGAL PROCEEDINGS                                                       

 In the normal course of its business and as a result of the extensive
governmental regulation of the waste industry, the Company may periodically     
become subject to various judicial and administrative proceedings involving     
federal, state or local agencies. In these proceedings, an agency may seek to   
impose fines on the Company to revoke, or to deny renewal of, an operating      
permit held by the Company. From time to time, the Company also may be subject  
to actions brought by citizens' groups or adjacent landowners in connection with
the permitting and licensing of its                                             

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landfills or transfer stations, or alleging environmental damage or violations  
of the permits and licensees pursuant to which the Company operates.            

 In addition, the Company is or may become party to various claims and
suits pending for alleged damages to persons and property, alleged violation of 
certain laws and for alleged liabilities arising out of matters occurring during
the normal operation of the waste management business. In the opinion of        
management, the liability, if any, under these claims and suits would not       
materially adversely affect the business, financial condition or results of     
operations of the Company.                                                      

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

    There were no matters submitted to a vote of security holders during the
fourth quarter of 1996.                                                         

 PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.  

  The Common Stock of the Company has been quoted on the Nasdaq National
Market under the symbol ("ADSI") since July 26, 1996, the date of the           
commencement of the Company's initial public offering. The following table sets 
forth, for the periods indicated, the high and low closing prices of the Common 
Stock as reported on the Nasdaq National Market:                                

                                                            High       Low
                                                             --------   --------
1996                                                                            
3rd Quarter................................................  $ 18 1/4   $  9    
4th Quarter................................................  $ 18 1/2   $ 15 1/2

 On March 15, 1997, there were approximately 65 registered owners of the
Common Stock.                                                                   

     The Company has never declared or paid any dividends on its Common Stock,
and neither ADS nor CDI has declared or paid any dividends on its common stock. 
The Company and its Board of Directors currently intend to retain any earnings  
for use in the operation and expansion of the Company's business and do not     
anticipate paying any dividends on the Common Stock for the foreseeable future. 
The Credit Facility prohibits the payment of cash dividends without prior bank  
approval.                                                                       

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA                                    

The following table presents selected consolidated statement of     
operations, balance sheet and other data of the Company for the periods         
presented. See the Notes to the Consolidated Financial Statements included      
elsewhere herein for information concerning the basis of presentation. The      
following selected consolidated financial data as of December 31, 1995 and 1996 
and for each of the three years in the period ended December 31, 1996 have been 
derived from the audited consolidated financial statements of the Company       
included elsewhere in this Annual Report on Form 10-K and should be read in     
conjunction with "Management's Discussion and Analysis of Financial Condition   
and Results of Operations." The selected consolidated financial data as of      
December 31, 1992, 1993 and 1994 and for the years ended December 31, 1992 and  
1993 are derived from audited consolidated financial statements that are not    
included herein.                                                                

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                                                        · Enlarge/Download Table

                                                   Years Ended December 31,                      
                               ----------------------------------------------------------------- 
                                  1992         1993          1994          1995         1996     
                               ---------   -----------   -----------   -----------   ----------- 
                                        (dollars in thousands, except per share amount)          
                                                                                                 
Statement of Operations Data:                                                                    
Revenues ....................  $     146   $     7,730   $    18,517   $    30,004   $    56,804 
Cost of operations ..........        249         5,750        12,647        17,286        30,376 
Selling, general and                                                                             
  administrative expenses ...        625         1,646         4,910         5,882         8,328 
Depreciation and amortization                                                                    
  expense ...................        100         1,166         3,226         6,308        12,334 
                               ---------   -----------   -----------   -----------   ----------- 
Operating income (loss) .....       (828)         (832)       (2,266)          528         5,766 
Interest expense ............        (26)         (417)       (1,497)       (3,030)       (5,745)
Interest income .............         --            35             2           189           260 
Other income ................         --            --            --            --           179 
                               ---------   -----------   -----------   -----------   ----------- 
Income (loss) before income                                                                      
  taxes and extraordinary                                                                        
  item ......................       (854)       (1,214)       (3,761)       (2,313)          460 
Income tax benefit                                                                               
  (expense) .................         --           391         1,372          (332)         (245)
                               ---------   -----------   -----------   -----------   ----------- 
Income (loss) before                                                                             
  extraordinary item ........       (854)         (823)       (2,389)       (2,645)          215 
Extraordinary item--gain                                                                         
  (loss) on early retirement                                                                     
  of debt ...................         --            74            --          (908)         (476)
                               ---------   -----------   -----------   -----------   ----------- 
Net income (loss) ...........       (854)         (749)       (2,389)       (3,553)         (261)
Preferred stock dividend ....         --            --            --          (190)         (109)
                               ---------   -----------   -----------   -----------   ----------- 
Net loss applicable to common                                                                    
stockholders ................  $    (854)  $      (749)  $    (2,389)  $    (3,743)  $      (370)
                               =========   ===========   ===========   ===========   =========== 
Per share of                                                                                     
  common stock:                                                                                  
Income (loss) before                                                                             
   extraordinary item .......  $   (2.14)  $      (.58)  $      (.99)  $      (.80)  $       .02 
Extraordinary item ..........         --           .05            --          (.26)         (.07)
                               ---------   -----------   -----------   -----------   ----------- 
Net loss ....................  $   (2.14)  $      (.53)  $      (.99)  $     (1.06)  $      (.05)
Weighted average common stock                                                                    
  and common stock equivalent                                                                    
  shares used to calculate                                                                       
  per share amounts..........    399,465     1,406,219     2,411,381     3,527,688     7,063,928 

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                            December 31,
                          ------------------------------------------------
                         1992      1993       1994     1995       1996
                          -------   -------   -------   -------   --------
                        (in thousands)
Balance Sheet Data:                                                             
Cash and cash equivalents...   $   12   $ 2,134   $  548  $  6,383   $  2,301   
Working capital (deficit)...     (332)      788   (2,237)   (8,819)     1,219   
Property and equipment, net       467    15,156   17,062    81,250     93,692   
Total assets................      705    35,651   37,557   114,693    144,986   
Long-term debt and capital                                                      
lease obligations, net of                                                   
current portion...........       --    16,073   18,487    48,789     65,445 
Redeemable preferred stock         --        --       --     1,908         --   
Stockholders' equity........       89    12,531   12,132    33,855     58,097   

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS                                                   

     The following discussion should be read in conjunction with the "Selected
Consolidated Financial Data," the Company's Consolidated Financial Statements   
and the notes thereto included elsewhere herein.                                

Introduction                                                                    

     The Company has adopted an acquisition-based growth strategy that focuses
principally on: (i) the identification and acquisition of solid waste landfills 
located in secondary markets that are within approximately 125 miles of         
significant metropolitan centers; and (ii) securing dedicated waste streams for 
such landfills by the acquisition or development of transfer stations and the   
acquisition of collection companies. The Company has completed 36 acquisitions  
since January 1993. All of these acquisitions were accounted for under the      
purchase method of accounting for business combinations. Accordingly, the       
amortization of goodwill and landfill airspace reflects the fair market value of
the Company's assets at the time of their acquisition rather than their         
historical cost basis, and the results of operations for such acquired          
businesses are included in the Company's financial statements only from the     
applicable date of acquisition. As a result, the Company believes its historical
results of operations for the periods presented are not directly comparable.    

 There are several other aspects of the Company's growth strategy that
cause management to believe that the Company's historical results of operations 
may not be consistent with future performance, including the following:         

   o    Concentration of Landfill Assets. Since the CDI Acquisition, the mix
          of the Company's assets has been concentrated in landfills, as opposed
          to collection and transfer station operations. As a result of goodwill
   associated with the Company's acquisitions and the amortization
        expense associated with its landfill assets and closure obligations,
      the amount of depreciation and amortization as a percentage of the
          Company's revenues for the year ended December 31, 1996 was relatively
       high as compared to other solid waste companies (21.7%). Management
     believes that this percentage will decline as the Company further
  penetrates the market in its Illinois, Missouri, Ohio, western
    Pennsylvania and Rhode Island regions by acquiring or developing
 transfer stations, acquiring collection operations and making
"tuck-in" acquisitions of collection companies.             

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o    Management Capabilities. Since 1993, the Company has assembled a 
  management team with substantial experience in the solid waste
          industry. The Company believes that its senior management team has the
         ability to manage the Company's operations as they expand. Therefore,
the Company believes that the amount of selling, general and
   administrative expenses is likely to decline as a percentage of
revenues as the Company grows.                              

o    Cell Development Costs. Cells developed to date at the landfills 
     acquired in the CDI Acquisition have been constructed with double
        liner composite systems. However, in September 1996, the Livingston,
      Illinois landfill received a permit to construct cells utilizing a
       single liner composite system. The Company continues to explore the
         possibility of using alternative design systems at its Ohio landfill,
which should result in lower cell development costs.        

    Consistent with its operating program, the Company believes acquisitions
of solid waste companies will have a positive impact on its future results of   
operations. Additionally, the results of operations do not fully reflect the    
operating efficiencies and improvements that are expected to be achieved by     
integrating acquired businesses, internalizing waste flows to the Company's     
landfills and realizing other synergies.                                        

General                                                                         

Revenues. The Company's revenues are attributable primarily to fees 
charged to customers for waste collection, transfer and disposal services. The  
Company's collection services are generally provided under direct agreements    
with its customers or pursuant to contracts with municipalities. Commercial and 
municipal contract terms, where used, generally range from one to five years and
commonly have automatic renewal options. A relatively small portion of such     
agreements also provide for the prepayment of certain fees, which fees are      
reflected as deferred revenues. The table below shows for the periods indicated,
the percentage of the Company's total revenues attributable to services         
provided:                                                                       

                                      Years Ended December 31,
                                      --------------------------------------
                                        1994         1995           1996
                                      ----------- ------------- ------------

Collection (1).........................     68.0%        55.3%          47.5%   
Transfer...............................      9.1          5.0            2.1    
Landfill (1)...........................     22.8         39.0           49.9    
Other..................................      0.1          0.7            0.5    
                                       -----        -----          -----
Total Revenues.........................    100.0%       100.0%         100.0%   

----------                                                                      
(1)  The portion of collection revenues attributable to disposal charges for    
   waste collected by the Company and disposed of at the Company's landfills
has been excluded from collection revenues and included in landfill   
revenues.                                                             

A component of the Company's business strategy is to maximize         
internalization of waste it collects and thereby realize higher margins from its
operations. By disposing of waste at Company-owned landfills, the Company       
retains the margin generated through disposal operations that would otherwise be
earned by third-party landfills. During the year ended December 31, 1996, 93% of
the total tonnage collected by the Company was disposed of at Company-owned     
landfills. This represents approximately 34% of the total tonnage disposed of at
Company-owned landfills in the year ended December 31, 1986. During such period,
the Company's captive waste (consisting of waste collected by the Company and   
delivered to any of its landfills and waste delivered to any of the Company's   
landfills by third-party haulers under long-term collection contracts)          
constituted an average of approximately 61% of the solid waste disposed of at   
its landfills.                                                                  

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Expenses. Cost of operations include labor, maintenance and repairs,
equipment and facility rent, utilities and taxes, the costs of ongoing          
environmental compliance, safety and insurance, disposal costs and costs of     
independent haulers transporting Company waste to disposal sites. Disposal costs
include certain landfill taxes, host community fees, landfill site maintenance, 
fuel and other equipment operating expenses and provision for post-closure      
expenses, consisting of cap maintenance, groundwater monitoring, methane gas    
control and recovery and leachate treatment/disposal, anticipated to be incurred
in the future.                                                                  

     Selling, general and administrative ("SG&A") expenses include management,
clerical and administrative compensation, overhead, sales costs, community      
relations expenses, provisions for estimated uncollectible accounts receivable  
and unrealizable acquisition costs and management fees paid to an affiliate of  
Charterhouse (which terminated upon closing of the Company's initial public     
offering in July 1996).                                                         

Depreciation and amortization expense includes depreciation of fixed
assets, closure costs and amortization of landfill airspace, goodwill, other    
intangibles and loan origination fees. The amount of landfill amortization      
expense related to airspace consumption can vary materially from landfill to    
landfill depending upon the purchase price, landfill configuration and cell     
development costs.                                                              

      Certain direct landfill development costs, such as engineering, upgrading,
construction and permitting costs, are capitalized and amortized based on       
airspace consumed. All of the Company's capitalized expenditures relating to    
cell development and landfill expansion work are in connection with cells for   
which the Company holds a permit for development. The Company believes that the 
costs associated with engineering, owning and operating landfills will increase 
in the future as a result of federal, state and local regulation and a growing  
community awareness of the landfill permitting process. Although there can be no
assurance, the Company believes that it will be able to implement price         
increases sufficient to offset these increased expenses. All indirect landfill  
development costs, such as executive salaries, general corporate overhead,      
public affairs and other corporate services, are expensed as incurred.          

   The Company capitalizes engineering, legal, accounting and other direct
costs incurred in connection with potential acquisitions, accounted for using   
the purchase method for business combinations. The Company, however, routinely  
evaluates such capitalized costs and expenses those costs related to            
acquisitions not likely to occur. Indirect acquisition costs, such as executive 
salaries, general corporate overhead and other corporate services, are expensed 
as incurred.                                                                    

Accrued closure and post-closure costs represent an estimate of the 
current value of the future obligations associated with closure and post-closure
monitoring of non-hazardous solid waste landfills currently owned by the        
Company. Site specific closure and post-closure engineering cost estimates are  
prepared annually for landfills owned by the Company. Estimated costs are       
accrued based on accepted tonnage as landfill airspace is consumed. The Company 
periodically updates its estimates of future closure and post-closure costs.    
These changes are accounted for on a prospective basis. The Company expects its 
closure and post-closure costs per ton to decrease as it expands landfill       
capacity and as such costs are amortized over greater airspace.                 

    The Company has estimated that, as of December 31, 1996, total costs for
post-closure activities, including cap maintenance, groundwater monitoring,     
methane gas control and recovery and leachate treatment/disposal for up to 30   
years after closure in certain cases, will approximate $10.9 million. In        
addition, the Company has estimated that, as of December 31, 1996, closure costs
expected to occur during the operating lives of these facilities and expensed   
over these facilities' useful lives will approximate $35.2 million. At December 
31, 1995 and 1996, accruals for landfill closure and post-closure costs         
(including costs assumed through acquisitions) were approximately $6.2 million  
and $7.6 million, respectively. The accruals reflect relatively young landfills 
with estimated remaining lives, based on current waste flows, that range from   
approximately 3 to 50 years, and an estimated average remaining life of greater 
than 20 years.                                                                  

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Results of Operations                                                           

The following table sets forth items in the Company's consolidated  
statement of operations as a percentage of revenues for the periods indicated.  

                                              Years Ended December 31,
                                             ---------------------------
                                                1994      1995      1996
                                             --------  --------   ------
Revenues.......................................     100.0%    100.0%   100.0%   
Cost of operations.............................      68.3      57.6     53.5    
Selling, general and administrative expenses...      26.5      19.6     14.6    
Depreciation and amortization expenses.........      17.4      21.0     21.7    
                                             --------  --------   ------
Operating income (loss)........................     (12.2)      1.8     10.2    
Interest expense, net..........................      (8.1)     (9.5)    (9.7)   
Other income...................................       --        --       0.3    
Income tax (expense) benefit...................       7.4      (1.1)    (0.5)   
Extraordinary loss, net of income tax                (0.0)     (3.0)    (0.8)   
                                              --------- ---------  -------
    Net loss.................................     (12.9)%   (11.8)%   (0.5)%
                                              ========= =========  =======
EBITDA margin..................................       5.2%     22.8%    31.9%   

Years Ended December 31, 1996 and 1995                                          

      Revenues. Revenues in 1996 were $56.8 million compared to $30.0 million in
1995. Approximately $17.1 million of the increase was attributable to the impact
of the full year contribution from the CDI Acquisition, which was acquired by   
the Company in separate closings in June, August and November of 1995. In       
addition, the Company completed 16 acquisitions in 1996 which accounted for     
approximately $6.5 million of the increase in revenues.                         

     Cost of Operations. Cost of operations in 1996 was $30.4 million compared
to $17.3 million in 1995, an increase corresponding to the Company's revenue    
growth described above. As a percentage of revenues, cost of operations declined
to 53.5% in 1996 from 57.6% in 1995, due primarily to the following factors. The
Company's proportion of landfill operations (which generally have lower         
operating costs than collection operations) has increased as a result of the    
full year contribution of the CDI Acquisition. In addition operating cost       
savings occurred as a result of the consolidation of the acquired Missouri      
collection operations and the full year impact of the new transfer stations     
opened in the Missouri region.                                                  

Selling, General and Administrative Expenses. SG&A expenses were 8.3
million in 1996 compared to $5.9 million in 1995. The increase in the SG&A      
expenses resulted from the full year impact of the CDI Acquisition as well as   
increased expenses from the 16 acquisitions completed in 1996. As a percentage  
of revenues, SG&A expenses declined to 14.6% in 1996 from 19.6% in 1995. The    
decrease in SG&A expense as a percentage of revenues was due primarily to a     
significant increase in revenues, while corporate and other related             
administrative expenses increased moderately. In 1996 the Company terminated a  
management agreement with an affiliate of its principal shareholder, pursuant to
which a management fee of $466,000 was paid in 1996.                            

Depreciation and Amortization Expense. Depreciation and amortization
expense for 1996 was $12.3 million compared to $6.3 million in 1995. The        
increase is due primarily to the CDI Acquisition which significantly increased  
landfill airspace amortization and provision for closure costs, and to a lesser 
extent, the capital expenditures and goodwill associated with acquisitions      
consummated in 1996. As a percentage of revenues, depreciation and amortization 
expense was 21.7% during 1996 versus 21.0% in 1995. The relatively high         
percentages are primarily due to the configuration of Wheatland landfill in 1995
and the high concentration of the Company's assets in landfills following the   
CDI Acquisition in 1996. Depreciation and amortization expense is expected to   
decline as a percentage of revenue in future periods as the concentration of the
Company's assets in landfills diminishes due to the full year                   

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impact of the 1996 collection company acquisitions and as the Company reduces   
future cell development costs. Net fixed assets increased to $93.7 million in   
1996 from $81.3 million in 1995 and goodwill, net of accumulated amortization   
expense, increased to $31.2 million in 1996 from $15.7 million in 1995.         

      Net Interest Expense. Net interest expense was $5.5 million in 1996 versus
$2.8 million in 1995. This increase is attributable to the full year impact of  
additional debt incurred to complete the CDI Acquisition, and the 16            
acquisitions completed in 1996.                                                 

      Income Taxes. The Company recorded an income tax provision of $245,000 and
$332,000 respectively for 1996 and 1995. The 1996 provision reflects the Company
having consolidated taxable income of $460,000. Although the Company recorded a 
net loss in 1995, the Company recorded an income tax provision because the      
Company's subsidiaries were not then consolidated and CDI reported a profit.    

    Extraordinary Loss. In 1996 the Company recognized an extraordinary loss
of $476,000, representing the write-off of unamortized debt issuance costs in   
connection with the refinancing of its prior credit facility.                   

Years Ended December 31, 1995 and 1994                                          

      Revenues. Revenues in 1995 were $30.0 million compared to $18.5 million in
1994. The increase in revenues was due primarily to the effects of the CDI      
Acquisition and, to a lesser extent, price and volume increases attributable to 
existing operations. Revenues of $10.1 million in 1995 were generated from      
companies acquired during 1995, while increases in revenue attributable to      
operations acquired prior to 1996 amounted to $1.3 million.                     

     Cost of Operations. Cost of operations in 1995 was $17.3 million compared
to $12.6 million in 1994. This increase in costs was attributable primarily to  
increases in the Company's revenues described above. As a percentage of         
revenues, cost of operations was 57.6% in 1995 compared to 68.3% in 1994. This  
decrease was due primarily to operating efficiencies and improvements from the  
Company's development of its Missouri region and the impact of the CDI          
Acquisition, which shifted the relative proportion of the Company's assets      
toward landfills that typically operate at higher margins than collection       
operations.                                                                     

 Selling, General and Administrative Expenses. SG&A expenses were $5.9
million in 1995 compared to $4.9 million in 1994. The increase was a result of  
expenses associated with the CDI Acquisition, expenses incurred in connection   
with the Company's increase in personnel and other expenses related to the      
anticipated expansion of the Company's operations. SG&A expenses as a percentage
of revenues were 19.6% in 1995 compared to 26.5% in 1994.                       

Depreciation and Amortization Expense. Depreciation and amortization
expense in 1995 was $6.3 million compared to $3.2 million in 1994. The increase 
in depreciation and amortization expense is due to the acquisition of the CDI   
landfills, with their relatively higher depreciation and amortization expense   
compared to depreciation and amortization expense of collection operations,     
depreciation of increased capital expenditures and a one time write-off of      
$505,000 following the Company's election in 1995 not to pursue the enforcement 
of several covenants not to compete. Net fixed assets increased to $81.3 million
in 1995 from $17.1 million in 1994 and goodwill, net of accumulated amortization
expense, increased to $15.7 million in 1995 from $13.6 million in 1994.         

   Net Interest Expense. Net interest expense increased to $2.8 million in
1995 from $1.5 million in 1994. This increase primarily reflects increased      
indebtedness incurred in connection with acquisitions and capital expenditures. 

Income Taxes. Although the Company recorded a net loss in 1995, the 
Company recorded an income tax expense of $300,000 in 1995 because the Company's
subsidiaries were not then consolidated and CDI reported a profit in 1995. The  
Company recorded an income tax benefit of $1.4 million in 1994. See Note 6 of   
the Notes to Consolidated Financial Statements included elsewhere herein.       

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   Extraordinary Expense. In 1995, the Company recognized an extraordinary
loss of $908,000, representing unamortized deferred debt issuance cost in       
connection with the extinguishment of debt outstanding under a prior credit     
facility.                                                                       

Liquidity and Capital Resources                                                 

Due to the capital intensive nature of the solid waste industry, the
Company has used, and expects to continue using, substantially all cash         
generated from operations to fund acquisitions, capital expenditures and        
landfill development. Certain operating equipment has also been acquired using  
leases which have short and medium-term maturities. As a result, the Company has
incurred working capital deficits in the past, and there can be no assurance    
that its available working capital will be sufficient in the future as it       
pursues its acquisition-based growth strategy. Historically, the Company has    
satisfied its acquisition, capital expenditure and working capital needs        
primarily through equity and bank financings. There can be no assurance that    
such financing will continue to be available.                                   

     Operating activities provided net cash of $11.7 million in the year ended
December 31, 1996, compared to $5.6 million in the year ended December 31, 1995.
From 1995 to 1996, depreciation and amortization expense increased by $6.0      
million and accounts payable, accrued liabilities and accrued environmental and 
landfill costs increased by $1.5 million. The increase in each of these items   
was primarily due to increases in environmental and landfill costs, which       
correlated with the significant increase in landfill revenues resulting from the
full year impact of the CDI Acquisition. From 1994 to 1995 depreciation and     
amortization expense increased by $3.1 million and accounts payable, accrued    
liabilities and accrued environmental and landfill costs increased by $1.6      
million primarily due to the CDI acquisition.                                   

  Investing activities used net cash of $39.0 million and $68.4 million in
the years ended December 31, 1996 and 1995, respectively. The Company's capital 
expenditure and working capital requirements have increased significantly,      
reflecting the Company's rapid growth by acquisition and development of revenue 
producing assets, and will increase further as the Company continues to pursue  
its acquisition-based growth strategy. During 1994, the Company spent $5.6      
million in capital expenditures, of which $1.7 million was for cell development 
at the Company's initial two landfills. During 1995, when the Company acquired  
the three CDI landfills, the Company spent $6.2 million in capital expenditures,
of which $4.9 million was for cell development. In connection with such         
acquisitions, the Company required $25.5 million in equity infusions from its   
principal stockholders and $36.7 million in bank debt. In 1996, the Company     
spent $14.0 million for capital expenditures, of which $9.0 million was used for
cell development. The increase in cell development costs in 1996 over 1995 was  
due to the Company's ownership of the Clarion, Livingston and Wyandot landfills 
for the entire year and the fact that increased volumes at the landfills        
necessitated cell development to occur prior to the winter season when          
construction activities cease. In 1997, the Company expects to spend            
approximately $14.5 million for capital expenditures, of which $9.0 million is  
anticipated to be used for cell development. In 1997, the Company expects to    
spend approximately $14.5 million for capital expenditures, of which $9.0       
million is anticipated to be used for cell development.                         

    Financing activities provided net cash of $23.2 million, $68.6 million and
$5.7 million in the years ending December 31, 1996, 1995 and 1994, respectively.
Net cash provided by financing activities in 1996 reflects the application of   
the net proceeds from the Company's initial public offering, net proceeds from  
the refinancing of the Company's credit facilities and repayment of a note      
payable to a stockholder. Net cash provided by financing activities in 1995     
reflects the proceeds from the issuance of a $12.5 million note payable and     
$25.5 million in equity to the Company's principal stockholders and increased   
borrowings under the Company's prior credit facility incurred in connection with
the CDI Acquisition.                                                            

      In March 1997 the Company increased the amount of its Credit Facility with
Internationale Nederlanden (U.S.) Capital Corporation, as administrative agent  
for the lenders, and Morgan Guaranty Trust Company of New York, as documentation
agent for the lenders, from $110 million to $125 million. The Credit Facility   
provides the Company with a term loan of $25 million, a $5 million revolving    
credit facility for working capital purposes, and a $95 million                 

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expansion facility, that may only be used for acquisitions. The various loans   
and lines of credit under the Credit Facility bear interest at rates per annum  
equal to, at the Company's discretion, either: (i) the higher of (a) the federal
funds rate plus 1/2 of 1% and (b) the prime rate, plus an applicable margin     
ranging from 0% to 1.5%; or (ii) the London Interbank Offered Rate ("LIBOR"),   
plus an applicable margin ranging from 1.5% to 3.25%, and have maturities       
ranging from 2001 to 2003. As of December 31, 1996, the Company had borrowed    
$66.3 million under the Credit Facility. As of such date, the interest rates on 
the various loans and lines of credit under the Credit Facility ranged from     
8.63% to 9.50% and the total unused availability under the Credit Facility was  
$43.7 million, of which $10.0 million may be used for working capital purposes  
and $33.7 million may be used for acquisitions. During the year ended December  
31, 1996, the Company's operating income plus depreciation and amortization     
("EBITDA") was $18.1 million and interest expense during this period was $5.7   
million. The Company's ability to use the expansion facility is based upon a    
number of covenants, including the maintenance of specified debt to equity and  
fixed charge coverage ratios. The Company is in compliance with the terms of    
these covenants. Other covenants contain limitations on the payments of         
dividends, the incurrence of additional debt and the use of proceeds from debt  
or equity issuances.                                                            

     The Company intends to satisfy its interest obligations as well as future
capital expenditures and working capital requirements, with cash flows from     
operations and borrowings under the Credit Facility. However, the Company may   
need to raise additional capital to fund the acquisition and integration of     
additional solid waste businesses. The Company may raise such funds through bank
financings or public or private offerings of its securities. There can be no    
assurance that the Company will be able to secure such funding, if necessary, on
favorable terms, if at all. If the Company is not successful in securing such   
funding, the Company's ability to pursue its business strategy may be impaired  
and results of operations for future periods may be adversely affected.         

   The Company expects that Subtitle D and other regulations that apply to
the non-hazardous waste disposal industry will require the Company, as well as  
others in the industry, to alter operations and to modify or replace existing   
facilities. Such expenditures have been and will continue to be substantial.    
Regulatory changes could accelerate expenditures for closure and post-closure   
monitoring and obligate the Company to spend sums in addition to those presently
reserved for such purposes. These factors, together with the other factors      
discussed above, could substantially increase the Company's operating costs.    

Inflation and Prevailing Economic Conditions                                    

To date, inflation has not had a significant impact on the Company's
operations. Consistent with industry practice, most of the Company's contracts  
provide for a pass through of certain costs, including increases in landfill    
tipping fees and, in some cases, fuel costs. The Company therefore believes it  
should be able to implement price increases sufficient to offset most cost      
increases resulting from inflation. However, competitive factors may require the
Company to absorb at least a portion of these cost increases, particularly      
during periods of high inflation. The Company is unable to determine the future 
impact of a sustained economic slowdown.                                        

Seasonality                                                                     

  The Company's revenues tend to be somewhat lower in the winter months.
This is primarily attributable to the fact that: (i) the volume of waste        
relating to construction and demolition activities tends to increase in the     
spring and summer months; and (ii) the volume of industrial and residential     
waste in the regions where the Company operates tends to decrease during the    
winter months. In addition, particularly harsh weather conditions may delay the 
development of landfill capacity and otherwise result in the temporary          
suspension of certain of the Company's operations and could materially adversely
affect the Company's overall business, financial condition and results of       
operations.                                                                     

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                             

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                                                                            Page

American Disposal Services, Inc. and Subsidiaries:                              
Consolidated Financial Statements                                           
Report of Independent Auditors   .......................................... 33  
Consolidated Balance Sheets at December 31, 1996 and 1995.................. 34  
Consolidated Statements of Operations for the years ended                       
December 31, 1996, 1995 and 1994......................................... 35
Consolidated Statements of Stockholders' Equity for the years                   
ended December 31, 1996, 1995 and 1994................................... 36
Consolidated Statements of Cash Flows for the years ended                       
December 31, 1996, 1995 and 1994......................................... 37
Notes to Consolidated Financial Statements................................. 38  

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REPORT OF INDEPENDENT AUDITORS

The Board of Directors                                                          
American Disposal Services, Inc.                                                

We have audited the accompanying consolidated balance sheets of American
Disposal Services, Inc. as of December 31, 1996 and 1995, and the related       
consolidated statements of operations, stockholders' equity, and cash flows for 
each of the three years in the period ended December 31, 1996. These financial  
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing  
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

  In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of American       
Disposal Services, Inc. at December 31, 1996 and 1995, and the consolidated     
results of its operations and its cash flows for each of the three years in the 
period ended December 31, 1996, in conformity with generally accepted accounting
principles.                                                                     

                     ERNST & YOUNG LLP

Chicago, Illinois                                                               
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                                                              

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AMERICAN DISPOSAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS 

(DOLLARS IN THOUSANDS)

ASSETS

                                                        · Enlarge/Download Table

                                                                                                DECEMBER 31,      
                                                                                           ---------------------- 
                                                                                                                  
                                                                                              1996        1995    
                                                                                           ----------  ---------- 
Current assets:                                                                                                   
  Cash and cash equivalents............................................................... $    2,301  $    6,383 
  Cash held in escrow.....................................................................         --         156 
  Trade receivables--Net of allowance for doubtful accounts of $473 and $476..............      9,741       6,331 
  Prepaid expenses........................................................................      1,248         686 
  Inventory...............................................................................        354         312 
                                                                                           ----------  ---------- 
Total current assets......................................................................     13,644      13,868 

Property and equipment, net...............................................................     93,692      81,250 

Other assets:                                                                                                     
  Cost over fair value of net assets of acquired businesses, net of accumulated                                   
    amortization of $1,374 and $823.......................................................     31,237      15,739 
  Other intangible assets, net of accumulated amortization of $439 and $305...............      1,610       1,081 
  Debt issuance costs, net of accumulated amortization of $204 and $71....................      2,392         815 
  Other...................................................................................      2,411       1,940 
                                                                                           ----------  ---------- 
                                                                                           $  144,986  $  114,693 
                                                                                           ----------  ---------- 
                                                                                           ----------  ---------- 
                                       LIABILITIES AND STOCKHOLDERS' EQUITY                                       
Current liabilities:                                                                                              
  Accounts payable........................................................................ $    3,359  $    3,185 
  Accrued liabilities.....................................................................      4,249       2,360 
  Deferred revenues.......................................................................      2,245       1,202 
  Current portion of long-term debt and capital lease obligations.........................      2,572       3,440 
  Note payable to stockholder.............................................................         --      12,500 
                                                                                           ----------  ---------- 
Total current liabilities.................................................................     12,425      22,687 
Long-term debt and capital lease obligations, net of current portion......................     65,445      48,789 
Accrued environmental and landfill costs..................................................      7,603       6,214 
Deferred income taxes.....................................................................      1,416       1,240 

Redeemable preferred stock................................................................         --       1,908 

Stockholders' equity:                                                                                             
  Common stock, $.01 par value, 20,000,000 shares authorized; shares issued and                                   
    outstanding; 1996--8,872,381; 1995--5,662,865.........................................         89          57 
  Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued and                                   
    outstanding in 1996 and 1995..........................................................         --          -- 
Warrants outstanding......................................................................        107         107 
Additional paid-in capital................................................................     66,170      41,590 
Accumulated deficit.......................................................................     (8,269)     (7,899)
                                                                                           ----------  ---------- 
                                                                                               58,097      33,855 
                                                                                           ----------  ---------- 
                                                                                           $  144,986  $  114,693 
                                                                                           ----------  ---------- 
                                                                                           ----------  ---------- 

See accompanying notes. 

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AMERICAN DISPOSAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS 

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        · Enlarge/Download Table

                                                                                 YEARS ENDED DECEMBER 31,      
                                                                            ---------------------------------- 
                                                                                                               
                                                                               1996        1995        1994    
                                                                            ----------  ----------  ---------- 
Revenues................................................................... $   56,804  $   30,004  $   18,517 
Cost of operations.........................................................     30,376      17,286      12,647 
Selling, general, and administrative expenses..............................      8,328       5,882       4,910 
Depreciation and amortization..............................................     12,334       6,308       3,226 
                                                                            ----------  ----------  ---------- 
Operating income (loss)....................................................      5,766         528      (2,266)
Interest expense...........................................................     (5,745)     (3,030)     (1,497)
Interest income............................................................        260         189           2 
Other income...............................................................        179          --          -- 
                                                                            ----------  ----------  ---------- 
Income (loss) before income taxes and extraordinary item...................        460      (2,313)     (3,761)
Income tax benefit (expense)...............................................       (245)       (332)      1,372 
                                                                            ----------  ----------  ---------- 
Income (loss) before extraordinary item....................................        215      (2,645)     (2,389)
Extraordinary item -- loss on early retirement of debt.....................       (476)       (908)         -- 
                                                                            ----------  ----------  ---------- 
Net loss...................................................................       (261)     (3,553)     (2,389)
Preferred stock dividend...................................................       (109)       (190)         -- 
                                                                            ----------  ----------  ---------- 
Net loss applicable to common stockholders................................. $     (370) $   (3,743) $   (2,389)
                                                                            ----------  ----------  ---------- 
                                                                            ----------  ----------  ---------- 
Per common share:                                                                                              
  Income (loss) before extraordinary item.................................. $      .02  $     (.80) $     (.99)
  Extraordinary item.......................................................       (.07)       (.26)         -- 
                                                                            ----------  ----------  ---------- 
  Net loss................................................................. $     (.05) $    (1.06) $     (.99)
                                                                            ----------  ----------  ---------- 
                                                                            ----------  ----------  ---------- 
Weighted average common stock and common stock equivalent shares                                               
  outstanding..............................................................  7,063,928   3,527,688   2,411,381 
                                                                            ----------  ----------  ---------- 
                                                                            ----------  ----------  ---------- 

See accompanying notes. 

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AMERICAN DISPOSAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

(DOLLARS IN THOUSANDS)

                                                        · Enlarge/Download Table

                                            COMMON STOCK                       ADDITIONAL                    TOTAL     
                                       -----------------------    WARRANTS       PAID-IN    ACCUMULATED   STOCKHOLDERS'
                                         SHARES      AMOUNT      OUTSTANDING     CAPITAL      DEFICIT        EQUITY    
                                       ----------  -----------  -------------  -----------  ------------  ------------ 
                                                                                                                       
Balance -- December 31, 1993.........   2,099,952   $      21     $     107     $  14,170    $   (1,767)   $   12,531  
Issuance of common stock, net of                                                                                       
  issuance costs.....................     282,393           3            --         1,987            --         1,990  
Net loss.............................          --          --            --            --        (2,389)       (2,389) 
                                       ----------         ---         -----    -----------  ------------  ------------ 
Balance -- December 31, 1994.........   2,382,345          24           107        16,157        (4,156)       12,132  
Issuance of common stock, net of                                                                                       
  issuance costs.....................   3,280,520          33            --        25,433            --        25,466  
Net loss.............................          --          --            --            --        (3,553)       (3,553) 
Dividends on preferred stock.........          --          --            --            --          (190)         (190) 
                                       ----------         ---         -----    -----------  ------------  ------------ 
Balance -- December 31, 1995.........   5,662,865          57           107        41,590        (7,899)       33,855  
Issuance of common stock, net of                                                                                       
  issuance costs.....................   3,162,500          32            --        24,573            --        24,605  
Exercise of common stock warrants and                                                                                  
  options............................      47,016          --            --             7            --             7  
Dividends on preferred stock.........          --          --            --            --          (109)         (109) 
Net loss.............................          --          --            --            --          (261)         (261) 
                                       ----------         ---         -----    -----------  ------------  ------------ 
Balance at December 31, 1996.........   8,872,381   $      89     $     107     $  66,170    $   (8,269)   $   58,097  
                                       ----------         ---         -----    -----------  ------------  ------------ 
                                       ----------         ---         -----    -----------  ------------  ------------ 

See accompanying notes. 

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AMERICAN DISPOSAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(DOLLARS IN THOUSANDS)

                                                        · Enlarge/Download Table

                                                                                      YEARS ENDED DECEMBER 31,      
                                                                                  --------------------------------- 
                                                                                                                    
                                                                                     1996        1995       1994    
                                                                                  ----------  ----------  --------- 
OPERATING ACTIVITIES                                                                                                
Net loss........................................................................  $     (261) $   (3,553) $  (2,389)
Adjustments to reconcile net loss to net cash provided by (used in) operating                                       
  activities:                                                                                                       
  Extraordinary item, net.......................................................         476         908         -- 
  Depreciation and amortization.................................................      12,334       6,308      3,226 
  Provision for environmental and landfill costs................................         571         292         48 
  Deferred income taxes.........................................................         176          47     (1,372)
  Gain on sale of fixed assets..................................................         (98)         --         -- 
  Changes in operating assets and liabilities, net of effects from acquisitions:                                    
    Trade receivables...........................................................      (2,600)       (340)      (625)
    Prepaid expenses, cash held in escrow and other assets......................      (1,029)        (33)      (361)
    Inventory...................................................................         (42)       (128)       (96)
    Accounts payable, accrued liabilities and accrued environmental and landfill                                    
      costs.....................................................................       1,522       1,846        235 
    Deferred revenue............................................................         656         254        210 
                                                                                  ----------  ----------  --------- 
Net cash provided by (used in) operating activities.............................      11,705       5,601     (1,124)

INVESTING ACTIVITIES                                                                                                
Capital expenditures............................................................     (14,003)     (6,173)    (5,600)
Cost of acquisitions............................................................     (25,029)    (62,201)      (580)
                                                                                  ----------  ----------  --------- 
Net cash used in investing activities...........................................     (39,032)    (68,374)    (6,180)

FINANCING ACTIVITIES                                                                                                
Net proceeds from issuances of common stock.....................................      24,605      25,466      1,990 
Exercise of stock options and warrants..........................................           7          --         -- 
Redemption of preferred stock...................................................      (1,950)         --         -- 
Net proceeds from issuance of preferred stock...................................          --       1,908         -- 
Preferred stock dividend........................................................        (109)       (190)        -- 
Proceeds from issuance of long-term debt........................................      66,950      32,568      6,319 
Repayments of indebtedness......................................................     (51,162)     (2,698)    (2,511)
Proceeds from (payment of) note payable to stockholder..........................     (12,500)     12,500         -- 
Debt issuance costs.............................................................      (2,596)       (946)       (80)
                                                                                  ----------  ----------  --------- 
Net cash provided by financing activities.......................................      23,245      68,608      5,718 
                                                                                  ----------  ----------  --------- 
Net increase (decrease) in cash and cash equivalents............................      (4,082)      5,835     (1,586)
Cash and cash equivalents, at beginning of year.................................       6,383         548      2,134 
                                                                                  ----------  ----------  --------- 
Cash and cash equivalents, at end of year.......................................  $    2,301  $    6,383  $     548 
                                                                                  ----------  ----------  --------- 
                                                                                  ----------  ----------  --------- 

Supplemental cash flow information:                                                                                 
Cash paid for interest..........................................................  $    6,222  $    2,515  $   1,426 
Cash (refunds) paid for income taxes............................................        (159)        478         -- 

See accompanying notes. 

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1996, 1995 AND 1994

1. FORMATION AND BASIS OF PRESENTATION                                          

ADS, Inc. (ADS) was organized January 15, 1991, to acquire, develop, and
operate non-hazardous municipal solid waste disposal, collection, and transfer  
operations and provide non-hazardous solid waste disposal management services to
commercial, industrial, and residential customers. During 1993, an affiliate of 
Charterhouse Equity Partners, L.P. (CEP) purchased a controlling interest in    
ADS.                                                                            

County Disposal, Inc. (County) was incorporated by Charterhouse Equity  
Partners II, L.P. (CEPII) on April 27, 1995, for the purpose of acquiring       
certain net assets of Envirite Corporation (Envirite). On April 28, 1995,       
Envirite and County entered into an Asset Purchase Agreement whereby County     
agreed to purchase from Envirite certain landfill facilities and waste          
transportation and collection equipment located in Livingston County, Illinois, 
and Wyandot County, Ohio; all of the issued and outstanding capital stock of    
County Environmental Services, Inc., a wholly-owned subsidiary of Envirite,     
which owned and operated a landfill facility and waste transportation and       
collection equipment located in Clarion County, Pennsylvania; and certain       
related assets and assumption of certain liabilities.                           

Effective January 1, 1996, the stockholders of ADS and County exchanged 
their shares for shares of a newly created holding company by the name of       
American Disposal Services, Inc. (the Company). This share exchange (the        
Exchange) qualifies as a transfer of companies under common control as          
affiliates of Charterhouse Group International, Inc. are the general partners   
and in control of CEP and CEPII and, accordingly, the transaction has been      
accounted for at historical cost in a manner similar to pooling of interests    
accounting. The financial statements have been prepared as if this Exchange had 
occurred as of December 31, 1993.                                               

  In July 1996, the Company issued 3,162,500 shares of common stock at $9.00
per share in its initial public offering. Proceeds from the offering, net of    
underwriting commissions and related expenses, were $24.6 million. Immediately  
following the offering, the Company had 8,825,365 common stock shares issued and
outstanding. The offering proceeds were used to finance acquisitions and paydown
a portion of the debt facility.                                                 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

PRINCIPLES OF CONSOLIDATION                                                     

 The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany balances and transactions    
have been eliminated.                                                           

CONCENTRATION OF CREDIT RISK                                                    

   Financial instruments that potentially subject the Company to concentration
of credit risks consist primarily of trade receivables. Credit risk on trade    
receivables is minimized as a result of the large and diverse nature of the     
Company's customer base. No single group or customer represents greater than 10%
of total accounts receivable. The Company maintains an allowance for losses     
based on the expected collectibility of accounts receivable. Credit losses have 
been within management's expectations.                                          

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                       
FAIR VALUE OF FINANCIAL INSTRUMENTS                                             

   Trade receivables, trade payables, and debt obligations are carried at cost
which approximates fair value.                                                  

USE OF ESTIMATES                                                                

The preparation of financial statements in conformity with generally    
accepted accounting principles requires management to make estimates and        
assumptions that affect the amounts reported in the financial statements and    
accompanying notes. Actual results could differ from those estimates.           

CASH AND CASH EQUIVALENTS                                                       

Cash and cash equivalents represent cash in banks and liquid investments
with original maturities of three months or less.                               

CASH HELD IN ESCROW                                                             

Cash held in escrow represents cash held in banks restricted to fund    
obligations incurred in acquiring businesses.                                   

INVENTORY                                                                       

Inventory is stated at the lower of cost (first in, first out method) or
market and consists principally of equipment parts, materials, and supplies.    

PROPERTY AND EQUIPMENT                                                          

 Property and equipment are recorded at cost. Depreciation of equipment is
computed using the straight-line method over the estimated useful lives of the  
respective assets as follows:                                                   

                                                                · Download Table
                                                          
Vehicles and equipment.....................  3 to 12 years

                                                  25 to 30
Buildings..................................          years

Expenditures for major renewals are capitalized, and expenditures for   
routine maintenance and repairs are charged to expense as incurred.             

Capitalized landfill costs include expenditures for land and related    
airspace, permitting costs and preparation costs. Landfill permitting and       
preparation costs represent only direct costs related to these activities,      
including legal, engineering, construction of landfill improvements, cell       
development costs, and the direct costs of Company personnel dedicated for these
purposes. Preparation costs for individual secure land disposal cells are       
recorded in property and equipment and amortized as the airspace is filled.     

INTANGIBLE ASSETS                                                               

  The cost over fair value of net assets of acquired businesses is amortized
on the straight-line method over periods not exceeding 40 years. Other          
intangible assets, substantially all of which are covenants not to              

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                       
compete and customer lists, are amortized on the straight-line method over their
estimated lives, typically no more than 12 years. Amortization expense for      
fiscal years 1996, 1995, and 1994 related to intangible assets was approximately
$1.0 million, $1.4 million, and $600,000, respectively. In 1995, the Company    
determined not to enforce certain covenants not to compete which arose from 1993
transactions with the net book value of such covenants of $505,000, was fully   
written-off and included in 1995 amortization expense.                          

DEFERRED ACQUISITION COSTS                                                      

The Company capitalizes engineering, legal, accounting, and other direct
costs paid to outside parties that are incurred in connection with potential    
acquisitions. The Company, however, routinely evaluates such capitalized costs  
and charges to expense those relating to abandoned acquisition candidates.      
Indirect acquisition costs, such as executive salaries, general corporate       
overhead, and other corporate services are expensed as incurred. Net deferred   
acquisition costs, included in other intangible assets, were approximately      
$545,000 and $370,000 at December 31, 1996 and 1995, respectively.              

ACCRUED ENVIRONMENTAL AND LANDFILL COSTS                                        

  Accrued environmental and landfill costs represent landfill accruals which
are provided for environmental compliance costs and closure and post-closure    
costs. These accruals are based on accounting estimates by management determined
primarily from the results of engineering studies and reviews and on            
interpretation of the technical standards of the Environmental Protection       
Agency's Subtitle D regulations, or the approved state counterpart, and recently
promulgated air emissions standards under the Clean Air Act, as they apply on a 
state-by-state basis. The Company typically provides accruals for these costs as
permitted airspace of such facilities is consumed. Closure and post-closure     
monitoring and maintenance costs represent the costs related to cash            
expenditures yet to be incurred when a landfill facility ceases to accept waste 
and closes. Certain of these accrued environmental and landfill costs,          
principally capping, leachate collection and removal, and methane gas control   
and recovery, are operating and maintenance costs to be incurred during the     
30-year period after the facility closes, but are accrued during the operating  
life of the site in accordance with the landfill operation requirements of      
Subtitle D and the EPA's recently promulgated air emissions standards. An       
environmental and landfill cost accrual is provided as a liability assumed for  
purchased landfill operations based on permitted airspace consumed prior to the 
acquisition date and is included in the purchase price allocation (see Note 3). 
The Company has estimated that, as of December 31, 1996, post-closure expenses, 
including cap maintenance, groundwater monitoring, methane gas control and      
recovery and leachate treatment/disposal for up to 30 years after closure in    
certain cases, will approximate $10.9 million. In addition, the Company has     
estimated that, as of December 31, 1996, closure costs expected to occur during 
the operating lives of these facilities' useful lives will approximate $35.2    
million. These accruals are reviewed by management periodically and revised     
prospectively for any significant changes in future cost estimates.             

INCOME TAXES                                                                    

Deferred tax assets and liabilities are determined based on differences 
between financial reporting and tax bases of assets and liabilities and are     
measured using the enacted tax rates and laws that will be in effect when the   
differences are expected to reverse.                                            

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                       
REVENUE RECOGNITION                                                             

Landfill revenues are recorded at the date of actual waste disposal.    
Revenues billed prior to the performance of services are deferred and recorded  
as income in the period in which the related services are rendered, generally   
over a three-month period.                                                      

EARNINGS PER SHARE                                                              

  Earnings per share is based on the weighted average number of common stock
and common stock equivalent shares outstanding during each year and incremental 
shares from the assumed exercise of options and warrants granted and computed   
using the treasury stock method.                                                

STOCK-BASED COMPENSATION                                                        

  The Company typically grants stock options for a fixed number of shares to
employees with an exercise price equal to the fair value of the shares at the   
date of grant. The Company accounts for such stock option grants in accordance  
with Accounting Principles Board Opinion No. 25 "Accounting for Stock Options   
Issued to Employees" (APB 25), and, accordingly, typically recognizes no        
compensation expense for these stock option grants.                             

3. ACQUISITIONS                                                                 

   The acquisitions below have been accounted for using the purchase method of
accounting and, accordingly, the results of their operations have been included 
in the Company's results of operations from their respective acquisition dates. 
The purchase prices have been allocated to the assets acquired and liabilities  
assumed based on their fair values at their respective acquisition dates with   
the residual allocated to cost over fair value of net assets acquired.          

 During 1996 the Company acquired 16 non-hazardous solid waste businesses,
consisting of 16 collection operations and two transfer stations. As described  
in Note 1, the Company acquired three non-hazardous solid waste landfills and a 
solid waste collection operation (the Envirite Acquisition) during 1995.        

    The Company has not completed its valuation of certain of its 1996 purchases
and the purchase price allocations are subject to change when additional        
information concerning asset and liability valuations is completed.             

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

3. ACQUISITIONS (CONTINUED)                                                     
   The purchase prices allocated to the net assets acquired are as follows (in
thousands):                                                                     

                                                        · Enlarge/Download Table

                                                                             DECEMBER 31,     
                                                                         -------------------- 
                                                                                              
                                                                           1996       1995    
                                                                         ---------  --------- 
Property and equipment.................................................. $   8,425  $  62,288 
Accounts receivable and inventory.......................................       810      3,363 
Other assets............................................................       785      1,664 
Cost over fair value of net assets acquired.............................    15,642      3,060 
Total liabilities assumed...............................................      (633)    (8,174)
                                                                         ---------  --------- 
Total cash paid......................................................... $  25,029  $  62,201 
                                                                         ---------  --------- 
                                                                         ---------  --------- 

  The pro forma unaudited results of operations for the years ended December
31, 1996 and 1995, assuming each acquisition above had occurred on January 1,   
1995, are as follows (in thousands, except per share data):                     

                                                        · Enlarge/Download Table

                                                                      YEARS ENDED DECEMBER  
                                                                              31,           
                                                                     ---------------------- 
                                                                                            
                                                                        1996        1995    
                                                                     ----------  ---------- 
Revenues............................................................ $   64,356  $   56,371 
Operating income (loss).............................................      5,966      (1,106)
Net loss applicable to common stockholders..........................       (370)     (8,500)
Pro forma loss per share of common stock............................       (.05)      (2.41)
Weighted average common stock and common stock equivalent shares                            
  outstanding.......................................................  7,063,928   3,527,688 

The pro forma results do not purport to be indicative of the results of 
operations which actually would have resulted had the acquisitions occurred on  
January 1, 1995 nor are they necessarily indicative of future operating results.

4. PROPERTY AND EQUIPMENT                                                       

Property and equipment are summarized as follows (in thousands):        

                                                        · Enlarge/Download Table

                                                                            DECEMBER 31,      
                                                                        --------------------- 
                                                                                              
                                                                           1996       1995    
                                                                        ----------  --------- 
Land................................................................... $    5,417  $   5,038 
Landfills..............................................................     78,547     66,529 
Buildings..............................................................      3,285      2,695 
Vehicles and equipment.................................................     23,977     14,335 
                                                                        ----------  --------- 
                                                                           111,226     88,597 
Less: Accumulated depreciation and amortization........................    (17,534)    (7,347)
                                                                        ----------  --------- 
                                                                        $   93,692  $  81,250 
                                                                        ----------  --------- 
                                                                        ----------  --------- 

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

5. OBLIGATIONS                                                                  

Obligations, which approximate fair value, are summarized as follows (in
thousands):                                                                     

                                                        · Enlarge/Download Table

                                                                                                  DECEMBER 31,    
                                                                                              --------------------
                                                                                                                  
                                                                                                1996       1995   
                                                                                              ---------  ---------
Long-term debt:                                                                                                   
  Acquisition loan, ING Capital Corporation.................................................  $  41,506  $      --
  Term loan, ING Capital Corporation........................................................     24,750         --
  Other borrowings, with interest rates ranging from 7.0% to 11.0%..........................      1,101      1,285
  Term loan, Bank of America................................................................         --     20,000
  Revolving loan, Bank of America...........................................................         --     10,847
  Term loan A, ING Capital Corporation......................................................         --     12,525
  Term loan B, ING Capital Corporation......................................................         --      4,000
  Revolving loan, ING Capital Corporation...................................................         --      2,423
Capital lease obligations:                                                                                        
  Capital lease obligations with interest and principal due monthly through 1999, at various                      
    interest rates ranging from 6.0% to 9.5%, secured by equipment..........................        660      1,149
                                                                                              ---------  ---------
                                                                                                 68,017     52,229
Less: Current portion.......................................................................      2,572      3,440
                                                                                              ---------  ---------
Long-term obligations, net of current portion...............................................  $  65,445  $  48,789
                                                                                              ---------  ---------
                                                                                              ---------  ---------

    In May 1996, the Company entered into a credit agreement with Internationale
Nederlanden (US) Capital Corporation (ING), as administrative agent, and Morgan 
Guaranty Trust Company of New York, as document agent, that provided for        
borrowings of up to $87 million to finance acquisitions and provide working     
capital (Credit Facility), which was used to repay the existing credit          
agreements with Bank of America and ING, as well as the note payable to         
stockholder and the redeemable preferred stock. In August 1996, this Credit     
Facility was amended to provide for borrowings up to $110 million. The Credit   
Facility consists of a $25 million term loan, $10 million revolving loan, and   
$75 million acquisition facility. The various loans and lines of credit under   
the Credit Facility bear interest at rates per annum equal to, at the Company's 
discretion either: (i) the higher of (a) the federal funds rate plus 0.5% and   
(b) the prime rate, plus an applicable margin ranging from 0% to 1.5%; or (ii)  
the London Interbank Offered Rate (LIBOR), plus an applicable margin ranging    
from 1.50% to 3.25%, and have maturities ranging from 2001 to 2003. The term    
loan had an interest rate of 8.88% at December 31, 1996 and the acquisition     
facility had an interest rate of 8.68% at December31, 1996. The Credit Facility 
is secured by substantially all of the assets of the Company. Under terms of the
Credit Facility, the Company is subject to various debt covenants, including    
maintenance of certain financial ratios and other restrictions. The Credit      
Facility requires the Company to use 50% of the proceeds of any equity offering 
to repay a portion of the term loans. Effective March 21, 1997, the Company     
amended the Credit Facility (i) to expand the borrowing capacity to $125        
million, (ii) to waive the term loan repayment requirement of any offering      
proceeds and (iii) to permit the reborrowing of any amounts under the expansion 
facility which may be repaid in connection with an equity offering consummated  
in 1997. In connection with refinancings during 1996 and 1995, the Company      
recognized an extraordinary loss, net of income tax benefit, of $476,000 and    
$908,000, respectively, representing unamortized deferred debt issuance costs.  

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

5. OBLIGATIONS (CONTINUED)                                                      
At December 31, 1996, maturities of obligations (excluding capital lease
obligations) are as follows (in thousands):                                     

                                                                · Download Table
                                                                              
1997...............................................................  $   2,207
1998...............................................................      6,507
1999...............................................................      8,890
2000...............................................................     12,920
2001 and thereafter................................................     36,833
                                                                     ---------
                                                                     $  67,357
                                                                     ---------
                                                                     ---------

6. INCOME TAXES                                                                 

  Deferred income taxes reflect the net tax effects of temporary differences
between the amount of assets and liabilities for financial reporting and income 
tax purposes. Significant components of the Company's deferred tax assets and   
liabilities were as follows (in thousands):                                     

                                                        · Enlarge/Download Table

                                                                                                  DECEMBER 31,     
                                                                                              -------------------- 
                                                                                                                   
                                                                                                1996       1995    
                                                                                              ---------  --------- 
Deferred tax assets arising from:                                                                                  
  Net operating loss carryforwards........................................................... $   2,938  $   3,111 
  Closure and post-closure costs.............................................................       421        421 
  Amortization of intangibles................................................................       881        550 
  Other......................................................................................        26         41 
                                                                                              ---------  --------- 
Total deferred tax assets....................................................................     4,266      4,123 

Valuation allowance..........................................................................    (2,280)    (2,323)
                                                                                              ---------  --------- 
Net deferred tax assets......................................................................     1,986      1,800 

Deferred tax liabilities arising from:                                                                             
  Property and equipment.....................................................................     2,855      2,898 
  Amortization of intangibles and landfill...................................................       472         84 
  Capital leases.............................................................................        32         32 
  Other......................................................................................        43         26 
                                                                                              ---------  --------- 
Total deferred tax liabilities...............................................................     3,402      3,040 
                                                                                              ---------  --------- 
Net deferred tax liability................................................................... $   1,416  $   1,240 
                                                                                              ---------  --------- 
                                                                                              ---------  --------- 

    At December 31, 1996, the Company had net operating loss (NOL) carryforwards
of approximately $8.0 million for federal income tax purposes that expire in    
years 2006 to 2010. The utilization of the NOL carryforwards is limited by      
future taxable earnings generated at the subsidiary level. The Company recorded 
a valuation allowance to reflect uncertainty as to the utilization of such NOL  
carryforwards for financial reporting purposes. The maximum annual utilization  
of such NOL carryforwards are limited under the Internal Revenue Code as a      
result of changes in ownership that have occurred.                              

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

6. INCOME TAXES (CONTINUED)                                                     
   Significant components of the income tax expense (benefits) were as follows
(in thousands):                                                                 

                                                        · Enlarge/Download Table

                                                                                              DECEMBER 31,           
                                                                                     ------------------------------- 
                                                                                                                     
                                                                                       1996       1995       1994    
                                                                                     ---------  ---------  --------- 
Current:                                                                                                             
  Federal........................................................................... $      99  $     141  $      -- 
  State.............................................................................       (30)       144         -- 
                                                                                     ---------  ---------  --------- 
                                                                                            69        285         -- 

Deferred:                                                                                                            
  Federal...........................................................................       146         38     (1,205)
  State.............................................................................        30          9       (167)
                                                                                     ---------  ---------  --------- 
                                                                                           176         47     (1,372)
                                                                                     ---------  ---------  --------- 
Total provision..................................................................... $     245  $     332  $  (1,372)
                                                                                     ---------  ---------  --------- 
                                                                                     ---------  ---------  --------- 

   A reconciliation from the statutory income tax rate to the effective income
tax rate was as follows:                                                        

                                                        · Enlarge/Download Table

                                                                                               DECEMBER 31,             
                                                                                      -------------------------------   
                                                                                                                        
                                                                                        1996       1995       1994      
                                                                                      ---------  ---------  ---------   
Federal statutory income tax rate....................................................      34.0%     (34.0)%     (34.0)%
Effect of:                                                                                                              
  State taxes, net of federal tax effect.............................................        --        3.1       (2.9)  
  Nondeductible goodwill.............................................................      15.5         --         --   
  Net operating loss with no benefit.................................................        --       39.6        0.1   
  Other, net.........................................................................       3.8        1.6        0.3   
                                                                                            ---  ---------  ---------   
Effective tax rate...................................................................      53.3%      10.3%     (36.5)% 
                                                                                            ---  ---------  ---------   
                                                                                            ---  ---------  ---------   

7. RELATED PARTY TRANSACTIONS                                                   

  The Company had entered into a management agreement with a stockholder for
certain services to be rendered to the Company in exchange for annual management
fees. The management agreement was terminated in connection with the initial    
public offering during July 1996. Management fees of approximately $466,000,    
$659,000, and $515,000 were incurred in 1996, 1995, and 1994, respectively.     

  At December 31, 1995, the Company had a $12,500,000 unsecured note payable
outstanding to a stockholder, which was issued on November 16, 1995 and was due 
November 16, 1996, bearing an annual interest rate of prime plus 3%. The Company
repaid the note payable to the stockholder in May 1996. Interest expense        
relating to this note payable was approximately $621,000 and $180,000 in 1996   
and 1995, respectively.                                                         

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

8. COMMITMENTS AND CONTINGENCIES                                                

ENVIRONMENTAL AND REGULATORY REQUIREMENTS                                       

The business and activities of the Company are, and may become more,    
extensively regulated by, among others, the federal Environmental Protection    
Agency, the Department of Transportation, the Interstate Commerce Commission,   
and various state and local environmental and transportation regulatory         
authorities. The Company is subject to various statutes and regulations which   
include, but are not limited to, the Resource Conservation and Recovery Act of  
1976, the Federal Water Pollution Control Act, the Comprehensive Environmental  
Response, Compensation and Liability Act of 1980, the Clean Air Act, and        
numerous state and local laws and regulations. The full impact of these laws and
regulations and the possible adoption of new statutes and regulations with      
respect to the Company's facilities and operations is uncertain and could have  
material adverse effects on the Company's business, results of operations, and  
financial condition in that the Company: (i) could be required to incur         
additional expenses in compliance efforts, (ii) might be unable to comply,      
forcing the Company to cease operations, and (iii) could incur additional       
liability for past operation(s) of acquired assets. These regulations may also  
impose restrictions on the Company's operations, such as limiting the expansion 
of disposal facilities, limiting or banning the disposal of out-of-state waste  
or certain other categories of waste, or mandating the disposal of local refuse.

  Although the Company believes it is in substantial compliance with current
regulatory requirements, because of heightened political and public concern over
environmental issues, companies in the waste disposal industry, including the   
Company, may become subject to judicial and administrative proceedings involving
federal, state, or local agencies in the normal course of business.             

The Company has obtained some levels of pollution liability insurance   
covering certain claims for sudden or gradual onset environmental damage at its 
landfill sites. The Company carries a comprehensive general liability insurance 
policy which management considers adequate to protect its assets and operations 
from other risks.                                                               

 The Company also may be subject to claims for personal injury or property
damage arising out of motor vehicle accidents involving its trucks. The Company 
currently carries insurance with policy limits which management believes to be  
sufficient to cover these risks. If the Company were to incur liabilities       
outside of or in excess of its insurance limits, its financial condition could  
be adversely affected.                                                          

In connection with the Company's existing landfills, the Company has    
provided financial assurance bonds for approximately $15.2 million at December  
31, 1996, from a financial institution to provide financial assurance that      
closure and postclosure expenses will be met in the event that the Company is   
not able to fulfill its closure and postclosure obligations.                    

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

8. COMMITMENTS AND CONTINGENCIES (CONTINUED)                                    
At December 31, 1996, future minimum lease payments under noncancelable 
lease obligations are as follows (in thousands):                                

                                                        · Enlarge/Download Table

                                                                                                CAPITAL     OPERATING 
                                                                                                LEASES       LEASES   
                                                                                              -----------  -----------
                                                                                                                      
1997.........................................................................................  $     431    $   1,151 
1998.........................................................................................        192          930 
1999.........................................................................................        104          667 
2000.........................................................................................         --          298 
2001 and thereafter..........................................................................         --          437 
                                                                                                   -----   -----------
Total minimum lease payments.................................................................        727    $   3,483 
                                                                                                           -----------
                                                                                                           -----------
Less: Amount representing interest...........................................................         67              
                                                                                                   -----              
Present value of net minimum lease payments..................................................  $     660              
                                                                                                   -----              
                                                                                                   -----              

Rental expense in 1996, 1995, and 1994 was approximately $1.3 million,  
$793,000, $132,000, respectively.                                               

REDEEMABLE PREFERRED STOCK                                                      

  On March 28, 1995, ADS issued 1,950 shares of its Series A Preferred Stock
and 46,550 warrants to purchase shares of common stock of the Company, for      
$1,950,000. The holder of the warrants can purchase one common share for each   
warrant held at the exercise price of $.10 per share on or before December 31,  
2002. The Company redeemed the outstanding preferred stock in May 1996, and paid
any accrued dividends related to the preferred stock. The warrants were redeemed
for shares of common stock in 1996.                                             

9. STOCKHOLDERS' EQUITY                                                         

STOCK OPTIONS                                                                   

The Company's Board of Directors adopted the American Disposal Services,
Inc. 1996 Stock Option Plan effective January 1, 1996. As of December 31, 1996, 
the plan permits grants of options up to an aggregate of 1,100,000 shares of    
common stock to employees and certain consultants of the Company, on such terms 
as the Company's compensation committee (or a stock option subcommittee thereof)
determines. Options granted under the plan as of January 1, 1996 replaced       
existing stock options granted by ADS and County in connection with the         
Exchange. The stock options vest over three and five year periods and are       
exercisable over a ten year period from the original grant dates. All vesting is
subject to acceleration under specified circumstances.                          

  Options to purchase an aggregate of 63,601 shares were granted outside the
plan to a former employee and were fully vested as of January 1, 1996. Such     
shares have an exercise price of $7.17 per share, increasing at 25% per annum   
from the date of original grant of the ADS stock options they replace.          

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

9. STOCKHOLDERS' EQUITY (CONTINUED)                                             
A summary of stock option information follows:                          

                                                        · Enlarge/Download Table

                                                           1996                    1995                    1994         
                                                  ----------------------  ----------------------  ----------------------
                                                              WEIGHTED                WEIGHTED                WEIGHTED  
                                                               AVERAGE                 AVERAGE                 AVERAGE  
                                                              EXERCISE                EXERCISE                EXERCISE  
                                                   OPTIONS      PRICE      OPTIONS      PRICE      OPTIONS      PRICE   
                                                  ---------  -----------  ---------  -----------  ---------  -----------
                                                                                                                        
Outstanding at beginning of year................    869,617   $    7.36     186,444   $    7.17     144,900   $    7.17 
  Granted.......................................     68,270        9.00     683,173        7.41      41,544        7.17 
  Exercised.....................................        467        7.17           0          --           0          -- 
  Forfeited.....................................     (2,506)       7.64           0          --           0          -- 
                                                  ---------       -----   ---------       -----   ---------       ----- 
Outstanding at end of year......................    934,914   $    7.47     869,617   $    7.36     186,444   $    7.17 
                                                  ---------       -----   ---------       -----   ---------       ----- 
                                                  ---------       -----   ---------       -----   ---------       ----- 
Exercisable at end of year......................    434,553                 105,223                       0             
Available for future grant......................    228,220                 293,984                 977,157             
Weighted average value of options granted during                                                                        
 the year.......................................              $    4.33               $    1.88                         

 As of December 31, 1996, the Company had outstanding 934,914 options with
exercise prices between $7.17 and $9.00 per share and weighted average remaining
lives of 8.2 years.                                                             

The Company has elected to follow APB 25 and related Interpretations in 
accounting for its employee stock options because, as discussed below, the      
alternative fair value accounting provided for under Financial Accounting       
Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123), requires
use of option valuation models that were not developed for use in valuing stock 
options. Under APB 25, because the exercise price of the Company's employee     
stock options equals the market price of the underlying stock on the date of    
grant, no compensation expense is recognized.                                   

Disclosure of pro forma information regarding net loss and net loss per 
share is required by FAS 123, and has been determined as if the Company had     
accounted for its stock options granted in 1996 and 1995 under the fair value   
method. The options granted in 1996 were valued using the Black-Scholes option  
pricing model. The options granted in 1995, as a non-public company, were valued
using the minimum value method. The Black-Scholes option valuation model        
requires the input of highly subjective assumptions and, because changes in the 
subjective input assumptions can materially affect the fair value estimate, in  
management's opinion, the model cannot necessarily provide a single measure of  
the fair value of its stock options. The following assumptions were utilized in 
the valuation:                                                                  

                                                        · Enlarge/Download Table

                                                                             DECEMBER 31,      
                                                                         --------------------  
                                                                                               
                                                                           1996       1995     
                                                                         ---------  ---------  

Risk-free interest rate.................................................     6.65%      5.85%  
Expected dividend yield.................................................        0%         0%  
Expected stock price volatility.........................................     44.4%        n/a  
Expected life of options................................................   5 years    5 years  

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AMERICAN DISPOSAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996, 1995 AND 1994

9. STOCKHOLDERS' EQUITY (CONTINUED)                                             
 Had compensation cost for the Company's stock options granted in 1996 and
1995 been determined based on the fair value at the dates of grants, the        
Company's net loss and net loss per share would have been reduced to the pro    
forma amounts indicated:                                                        

                                                        · Enlarge/Download Table

                                                                              DECEMBER 31,       
                                                                          --------------------   
                                                                                                 
                                                                            1996       1995      
                                                                          ---------  ---------   
Pro forma net loss (in thousands of dollars)............................. ($    687) ($  3,807)  
Pro forma net loss per share applicable to common shareholders........... ($   0.10) ($   1.08)  

The pro forma effect for 1996 and 1995 is not representative of the pro 
forma effect in future years as the pro forma disclosures reflect only the fair 
value of stock options granted in 1996 and 1995 and do not reflect the fair     
value of outstanding options granted prior to 1995.                             

STOCK WARRANTS                                                                  

  In connection with obtaining various credit agreements, the Company issued
warrants to purchase 168,905 shares of common stock with exercise prices ranging
from $4.72 to $7.41 per share. The Company recorded the fair value of the       
warrants as a component of equity and recognized debt issuance cost of $106,666.
The warrants expire 10 years from date of issuance.                             

   In connection with the Exchange, 5,000,000 shares of new preferred stock of
the Company were authorized with none issued at December 31, 1996 and 1995.     

10. SUBSEQUENT EVENTS                                                           

   Subsequent to December 31, 1996, the Company acquired substantially all the
assets of Sparky's Waste Control and A-1 Container, and acquired the stock of   
Allied Waste Systems, Inc. In addition, the Company entered into definitive     
asset purchase agreements on March 24, 1997 and March 25, 1997 to acquire       
substantially all the assets of Liberty Disposal, Inc. and the Evansville,      
Indiana operations of Waste Management of Indiana, LLC, respectively.           

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURE                                            

None.                                                           

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PART III  

      The information required by Part III (Items 10 through 13) is incorporated
by reference to the captions "Principal Stockholders," "Election of Directors," 
"Management" and "Certain Transactions" in the Company's definitive Proxy       
Statement to be filed pursuant to Regulation 14A within 120 days after the end  
of the Company's fiscal year covered by this Report.                            

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 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K                

(a) 1. Index to Financial Statements                                  

    Report of Independent Auditors   .................................. 33
    Consolidated Balance Sheets at December 31, 1996 and 1995.......... 34
Consolidated Statements of Operations for the years ended         
      December 31, 1996, 1995 and 1994................................. 35
Consolidated Statements of Stockholders' Equity for the years     
      ended December 31, 1996, 1995 and 1994........................... 36
Consolidated Statements of Cash Flows for the years ended         
      December 31, 1996, 1995 and 1994................................. 37
    Notes to Consolidated Financial Statements......................... 38

(a) 2. Financial Statement Schedules                                  

        No formal statement schedules are required by Regulation S-X for
      each of the three years in the period ended December 31, 1996.

   (b) No reports on Form 8-K have been filed during the last quarter of the
Company's fiscal year ended December 31, 1996.                                  

(c) See Exhibit Index immediately following signature pages.          

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SIGNATURES  

  Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

                        AMERICAN DISPOSAL SERVICES, INC.

                By: /s/ RICHARD DE YOUNG
                                     -------------------------------------
                       Richard DeYoung
Date: March 26, 1997                        President                           

   Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and  
in the capacities and on the dates indicated.                                   

   Signature                     Title                        Date
   ---------                     -----                        ----

    /s/ David C. Stoller      Chairman and Director (principal    March 26, 1997
----------------------------- executive officer)                                
/s/ David C. Stoller                                                    

    /s/ Richard De Young      President and Director              March 26, 1997
-----------------------------                                                   
/s/ Richard De Young                                                    

    /s/ Stephen P. Lavey      Chief Financial Officer (principal  March 26, 1997
----------------------------- financial officer)                                
/s/ Stephen P. Lavey                                                    

/s/ Lawrence R. Conrath, Sr.  Vice President and Controller)      March 26, 1997
----------------------------- (principal accounting officer                     
/s/ Lawrence R. Conrath, Sr.                                                    

    /s/ Merril M. Halpern     Director                            March 26, 1997
-----------------------------                                                   
/s/ Merril M. Halpern                                                   

    /s/ A. Lawrence Fagan     Director                            March 26, 1997
-----------------------------                                                   
/s/ A. Lawrence Fagan                                                   

 /s/ Richard T. Henshaw, III  Director                            March 26, 1997
-----------------------------                                                   
/s/ Richard T. Henshaw, III                                                   

    /s/ G. T. Blankenship     Director                            March 26, 1997
-----------------------------                                                   
/s/ G. T. Blankenship                                                   

    /s/  Norman Steisel       Director                            March 26, 1997
-----------------------------                                                   
/s/  Norman Steisel                                                     

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 EXHIBIT INDEX

Exhibit No.                    Description of Exhibits          
-----------                    -----------------------          

            3.1         Restated Certificate of Incorporation of the Company (1)

          3.2         Amendment to Restated Certificate of Incorporation (1)

3.3         By-laws of the Company (1)                  

          10.1        Credit Agreement dated as of August 30, 1996 among the
                  Company, Internationale Nederlanden (U.S.) Capital
                Corporation, as administrative agent, and Morgan
                    Guaranty Trust Company of New York, as documentation
                 agent, and the other financial institutions party
thereto (2)                     

      10.2        Amendment No. 1 to the Amended and Restated Credit
                       Agreement dated as of March 21, 1997 among the Company,
                      Internationale Nederlanden (U.S.) Capital Corporation,
                  as administrative agent, and Morgan Guaranty Trust
                    Company of New York, as documentation agent, and the
          other financial institutions party thereto

        10.3        Registration Rights Agreement dated as of January 1,
         1997 among the Company and certain of its
stockholders(1)                 

         10.4        Employment Agreement dated as of May 31, 1996 between
    the Company and Richard De Young (1)

           10.5        Employment Agreement dated January 26, 1993 between the
             Company and John J. McDonnell, as amended (1)

       10.6        Employment Agreement dated May 16, 1995 between the
 Company and Richard T. Kogler (1)

       10.7        Employment Agreement dated June 2, 1995 between the
Company and Ann L. Straw (1)    

      10.8        Employment Agreement dated May 3, 1994 between the
        Company and Lawrence R. Conrath, Sr. (1)

         10.9        Employment Agreement dated as of May 31, 1996 between
    the Company and David C. Stoller (1)

        10.10       Employment Agreement dated as of February 21, , 1997
        between the Company and Stephen P. Lavey

           10.11       American Disposal Services, Inc. 1996 Stock Option Plan
(1)                             

         10.12       Form of Indemnification Agreement between the Company
and its directors (1)           

         10.13       Form of Indemnification Agreement between the Company
and its executive officers (1)  

         10.14       Form of Indemnification Agreement between the Company
            and its directors and executive officers (1)

         10.15       Form of Tax-Sharing Agreement between the Company and
its executive officers (1)      

21.1        Subsidiaries of the Company (3)             

23.1        Consent of Ernst & Young LLP                

27.1        Financial Data Schedule                     

----------                                                                      
(1)  Previously filed as an exhibit to the Company's Registration Statement on  
Form S-1 (333-4889).                                                  

(2)  Previously filed as an exhibit to the Company's Current Report on Form 8-K,
dated August 26, 1996.                                                

(3)  Filed as an exhibit to the Company's Registration Statement on Form S-1    
(333-24103)                                                           

54

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		12/31/92		23
		1/26/93		54
		10/9/93		4		19
		12/31/93		23		38
		4/9/94		4		14
		5/3/94		54
		12/31/94		17		52
		1/1/95		42
		3/28/95		47
		4/27/95		38
		4/28/95		38
		5/16/95		54
		6/2/95		54
		11/16/95		45
		12/31/95		17		52
		1/1/96		3		47
		5/31/96		3		54			S-1
		7/26/96		23					424B1
		8/26/96		54					8-K
		8/30/96		54
		11/16/96		45
For The Period Ended		12/31/96		1		52			10-K/A
		1/1/97		54
		2/26/97		33
		3/15/97		3		23
		3/21/97		33		54
		3/24/97		49
		3/25/97		33		49
		3/26/97		1		53
Filed On / Filed As Of		3/31/97							3/A, 10-Q, 3
		4/9/97		4		19
		12/31/2		47
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