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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 1999
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CASELLA WASTE SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-911177 03-338873
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(Commission File Number) (IRS Employer Identification No.)
25 Greens Hill Lane, Rutland, Vermont 05701
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(Address of principal executive offices) (Zip Code)
(802) 775-0325
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On January 13, 1999, Casella Waste Systems, Inc. (the "Company") announced
that it had entered into an Agreement and Plan of Merger with KTI, Inc., a New
Jersey corporation ("KTI"), and Rutland Acquisition Sub, Inc., a New Jersey
corporation and a direct, wholly-owned subsidiary of the Company ("Sub"). The
merger agreement provides for, among other things, the merger of Sub with and
into KTI upon the terms and subject to the conditions contained in the merger
agreement, with KTI continuing as a direct, wholly-owned subsidiary of the
Company.
The Company issued a press release dated January 13, 1999, describing,
among other things, certain terms of the merger and the merger agreement.
The foregoing description is qualified in its entirety by reference to the
press release attached hereto as Exhibit 99.1.
(c) The following exhibit is incorporated herein by reference:
Exhibit
Number
99.1 Press Release dated January 13, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 13, 1999 CASELLA WASTE SYSTEMS, INC.
(Registrant)
By: /s/ John W. Casella
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John W. Casella
President, Chief Executive Officer
and Chairman
FOR IMMEDIATE RELEASE
CASELLA WASTE SYSTEMS, INC. AND KTI, INC. TO MERGE
COMBINATION CREATES AN INTEGRATED WASTE MANAGEMENT LEADER IN THE
NORTHEASTERN U.S.
TRANSACTION EXPECTED TO BE SIGNIFICANTLY ACCRETIVE; PROVIDES ATTRACTIVE REGIONAL
SYNERGIES AND OPENS NEW MARKETS
RUTLAND, VERMONT/GUTTENBERG, NEW JERSEY (January 13, 1999)--Casella Waste
Systems, Inc. (Nasdaq: CWST), a regional, non-hazardous solid-waste services
company, and KTI, Inc. (Nasdaq: KTIE), a diversified integrated waste
processing company, jointly announced today that the two companies would merge.
Upon closing of the transaction, KTI shareholders will receive 0.91 shares
of Casella common stock for each KTI common share. The closing is subject to
approval by the stockholders of the companies, antitrust clearance,
qualification of the merger as a tax-free pooling of interests, and other
customary closing conditions. The companies anticipate that the merger should
close during the second calendar quarter of 1999.
After the merger, Casella will have annualized revenues of approximately
$460 million, EBITDA in excess of $115 million, and total assets in excess of
$650 million. The companies anticipate near-term synergies of approximately $9
million annually. The transaction is expected to be immediately accretive to
earnings, estimated at $0.34 per share over current First Call estimates of
$0.96 for the fiscal year ending April 30, 2000. For the fiscal year ending
April 30, 2000, the combined company projects revenues of $560 million, EBITDA
of $145 million, and EPS of $1.30 per share.
After the consummation of the merger, the combined company will be led by a
senior management team including Ross Pirasteh, chairman of KTI, as chairman of
the board of directors; John W. Casella, chairman and CEO of Casella, as
president and CEO; James W. Bohlig, senior vice president and COO of Casella, as
senior vice president and COO; Martin J. Sergi, president of KTI, as executive
vice president; Paul Garrett, vice chairman of KTI, as executive vice president;
and Jerry S. Cifor, senior vice president and CFO of Casella, as senior vice
president and CFO.
The merged company will have an 11-member board of directors, five from
Casella, five from KTI, and one director to be jointly selected.
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"This combination is compelling, and one that allows us to strengthen
Casella's successful strategy of consolidating existing and new secondary
markets, linking contiguous geographic assets, and building market-by-market
leadership in solid waste services," John W. Casella, chairman and CEO of
Casella, said.
"This strategic merger represents a major milestone in KTI's path towards
full integration and national presence in the waste management industry. The
confluence of shared cultures and values between our two companies combined with
the complementary management talents will help achieve enhanced shareholder
value and further growth," Ross Pirasteh, chairman of KTI, said.
Donaldson, Lufkin and Jenrette served as financial advisor to Casella on
the transaction. Credit Suisse First Boston and CIBC Oppenheimer served as
financial advisors to KTI.
Casella Waste Systems, headquartered in Rutland, Vermont, is a regional,
integrated, non-hazardous solid waste services company that provides collection,
transfer, disposal and recycling services in Vermont, New Hampshire, Maine,
northern Massachusetts, upstate New York, and northern Pennsylvania. The
company's principal operations consist of five Subtitle D landfills and one
permitted construction and demolition debris landfill, 46 transfer stations, 13
recycling processing facilities, and 34 collection operations which serve over
220,000 commercial, municipal and residential customers.
KTI, headquartered in Guttenberg, New Jersey, is an integrated value-added
processor in the solid waste management industry. The company operates 51
facilities in 21 states and Canada in four operating divisions: waste-to-energy,
commercial recycling, residential recycling, and finished products.
For further information, contact:
Casella Waste Systems; Joseph Fusco, V.P. Communications; or Jerry Cifor,
Chief Financial Officer at 802-775-0325; or visit http://www.casella.com.
KTI; Marty Sergi, President at 201-854-7777; or Frank N. Hawkins, Jr. or
Julie Marshall, Hawk Associates, Inc. at 305-852-2383; or visit
http://www.hawkassociates.com/kti.
This press release, with respect to the financial and operational impact of
the proposed transactions and projected financial results contains
forward-looking statements that involve a number of risks and uncertainties.
Among the important factors that could cause actual results to differ materially
from those indicated by such forward-looking statements are a substantial delay
in the expected closing of the transaction, the combined company's ability to
realize expected synergies from the transaction, the ability to successfully
integrate the
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two companies and otherwise to manage growth, a history of losses, the ability
to identify, acquire and integrate acquisition targets, dependence on
management, the uncertain ability to finance the company's growth, limitations
on landfill permitting and expansion and geographic concentration, a general
economic downturn, changes in the law and regulations relating to the
environment, competition, and the risk factors detailed from time to time in
Casella Waste Systems' and KTI's periodic reports and registration statements
filed with the Securities and Exchange Commission.
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