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Registration No. |
SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933
Delaware (State or other jurisdiction of incorporation or organization) | 4953 (Primary Standard Industrial Classification Code Number) | 01-0780204 (I.R.S. Employer Identification Number) |
1122 International Blvd., Suite 601
Burlington, Ontario L7L 6Z8
(905) 319-1237
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Bruce Czachor
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
Proposed | ||||||||||||||||||||||
Proposed | Maximum | |||||||||||||||||||||
Maximum | Aggregate | Amount of | ||||||||||||||||||||
Title of each Class of | Amount to | Offering | Offering Price | Registration | ||||||||||||||||||
Securities to be Registered | be Registered | Price per Unit | (1) | Fee | ||||||||||||||||||
91/2% Senior Subordinated Notes due 2014 | $ | 160,000,000 | 100 | % | $ | 160,000,000 | $ | 18,832 | ||||||||||||||
Subsidiary Guarantees of 91/2% Senior Subordinated Notes due 2014 | None (2) | None (2) | None (2) | None (2) | ||||||||||||||||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f). | |
(2) | Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the subsidiary guarantees. |
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State or Other Jurisdiction | ||||
of Incorporation | I.R.S. Employer | |||
Name* | or Organization | Identification Number | ||
Waste Services of Florida, Inc. | Delaware | 20-0435940 | ||
Jacksonville Florida Landfill, Inc. | Delaware | 20-0435912 | ||
Jones Road Landfill and Recycling, Ltd. | Florida | 59-2970819 | ||
Omni Waste of Osceola County LLC | Ohio | 90-0165790 | ||
Cactus Waste Systems, LLC | Arizona | 74-0193806 | ||
Waste Services of Arizona, Inc. | Delaware | 20-0193806 | ||
Waste Services Limited Partner, LLC | Delaware | 56-2454563 | ||
Waste Services of Alabama, Inc. | Delaware | 20-0682965 | ||
WS General Partner, LLC | Texas | 56-2454565 | ||
Ruffino Hills Transfer Station LP | Texas | 56-2454554 | ||
Fort Bend Regional Landfill LP | Texas | 56-2454559 | ||
Florida Recycling Services, Inc. (a Delaware corporation) | Delaware | 65-0735186 | ||
Florida Recycling Services, Inc. (an Illinois corporation) | Illinois | 36-4246742 | ||
Sanford Recycling and Transfer, Inc. | Florida | 04-3696825 |
* | The address of each of the additional registrants is c/o Waste Services, Inc., 7025 East Greenway Parkway, Suite 100, Scottsdale, AZ 85254, telephone (480) 734-2600. The primary standard industrial classification code number for each of the additional registrants is 4953. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
all outstanding
91/2% Senior Subordinated Notes due 2014
issued on April 30, 2004
which have not been registered under the Securities Act
($160,000,000 aggregate principal amount outstanding)
registered under the Securities Act
• | The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, unless extended. | ||
• | All old notes that are validly tendered and not validly withdrawn will be exchanged. | ||
• | Tenders of old notes may be withdrawn any time prior to 5:00 p.m. on the business day prior to expiration of the exchange offer. | ||
• | The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes. | ||
• | We will not receive any proceeds from the exchange offer. |
• | The terms of the new notes to be issued are substantially identical to the outstanding old notes, except for the transfer restrictions and registration rights relating to the old notes. | ||
• | The new notes will be our general unsecured obligations, will be subordinated in right of payment to all of our existing and future senior debt and will be equal in right of payment with our existing and future senior subordinated debt. The notes will be guaranteed on a senior subordinated basis by our existing and future U.S. restricted subsidiaries. The new notes and each related guarantee will be subordinated in right of payment to all existing and future senior debt of that guarantor and will be equal in right of payment with the existing and future senior subordinated debt of such guarantor. The notes and the guarantees will be structurally subordinated to the indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries. | ||
• | No public market exists for the old notes or the new notes. We do not intend to apply for listing of the new notes on any securities exchange or to arrange for them to be quoted on any quotation system. |
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1122 International Blvd., Suite 601
Burlington, Ontario L7L 6Z8,
Attention: Corporate Secretary
Telephone: (905) 319-1237
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• | our anticipated revenues, capital expenditures, future cash flows and financing requirements, and those of companies we acquire; | ||
• | the implementation of our business strategy; | ||
• | descriptions of the expected effects of our competitive strategies; and | ||
• | the impact of actions taken by our competitors and other third parties, including courts and other governmental authorities. |
• | significant restrictive covenants in our various credit facilities; | ||
• | changes in regulations affecting our business and costs of compliance; | ||
• | revocation of existing permits and licenses, or the refusal to renew or grant new permits and licenses, which are required to enable us to operate our business or implement our growth strategy; | ||
• | our ability to successfully implement our corporate strategy and integrate any acquisitions we undertake; | ||
• | costs and risks associated with litigation; | ||
• | changes in general business and economic conditions, changes in exchange rates and in the financial markets; | ||
• | changes in accounting standards or pronouncements; and | ||
• | construction, equipment delivery or permitting delays for our transfer stations or landfills. |
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Registration rights agreement | You are entitled to exchange your notes for registered notes with substantially identical terms. The exchange offer is intended to satisfy these rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your notes. | |||
The exchange offer | We are offering to exchange $1,000 principal amount of 91/2% senior subordinated notes due 2014 which have been registered under the Securities Act for each $1,000 principal amount of our outstanding 91/2% senior subordinated notes due 2014 which were issued on April 30, 2004 in a private offering. In order to be exchanged, an old note must be properly tendered and accepted. All old notes that are validly tendered and not validly withdrawn will be exchanged. As of this date there are $160 million principal amount of old notes outstanding. We will issue registered notes on or promptly after the expiration of the exchange offer. | |||
Resale of the new notes | Based on an interpretation by the staff of the SEC, we believe that you will be able to resell the new notes without compliance with the registration and prospectus delivery provisions of the Securities Act if: | |||
• | you are acquiring the new notes in the ordinary course of your business; | |||
• | you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the notes issued to you in the exchange offer; and | |||
• | you are not an “affiliate” of ours. | |||
If any of these conditions are not satisfied, (1) you will not be eligible to participate in the exchange offer, (2) you should not rely on the interpretations of the staff of the SEC in connection with the exchange offer and (3) you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes. | ||||
If you are a broker-dealer and you will receive new notes for your own account in exchange for old notes that you acquired as a result of market-making activities or other trading activities, you will be |
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required to acknowledge that you will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer. | ||||
In accordance with the conditions, if you are a broker-dealer that acquired the old notes directly from us in the initial offering and not as a result of market-making activities, you will not be eligible to participate in the exchange offer. | ||||
The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding old notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. | ||||
Expiration date | The exchange offer will expire at 5:00 p.m., New York City time, , 2005, unless we decide to extend the expiration date. | |||
Accrued interest on the new notes and the old notes | The new notes will bear interest from April 30, 2004. Holders of old notes whose notes are accepted for exchange will be deemed to have waived the right to receive any payment of interest on such outstanding notes accrued from April 30, 2004 to the date of the issuance of the new notes. Consequently, holders who exchange their old notes for new notes will receive the same interest payment on October 15, 2005 (the first interest payment date with respect to the new notes to be issued in the exchange offer) that they would have received had they not accepted the exchange offer. | |||
Termination of the exchange offer | We may terminate the exchange offer if we determine that our ability to proceed with the exchange offer could be materially impaired due to any legal or governmental action, new law, statute, rule or regulation or any interpretation of the staff of the SEC of any existing law, statute, rule or regulation. We do not expect any of the foregoing conditions to occur, although there can be no assurance that such conditions will not occur. Should we fail to consummate the exchange offer, holders of outstanding notes will have the right under the registration rights agreement executed as part of the offering of the outstanding notes to require us to file a shelf registration statement relating to the resale of the outstanding notes. | |||
Procedures for tendering outstanding notes | If you are a holder of a note and you wish to tender your note for exchange pursuant to the exchange offer, you must transmit to Wells Fargo Bank, National Association, as exchange agent, on or prior to the expiration date of the exchange offer: | |||
either | ||||
• | a properly completed and duly executed Letter of Transmittal, which accompanies this prospectus, or a facsimile of the Letter of Transmittal, including all other documents required by the Letter of Transmittal, to the exchange agent at the address set forth on the cover page of the Letter of Transmittal; or |
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• | a computer-generated message transmitted by means of DTC’s Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book entry transfer in which you acknowledge and agree to be bound by the terms of the Letter of Transmittal; | |||
and, either | ||||
• | a timely confirmation of book-entry transfer of your outstanding notes into the exchange agent’s account at The Depository Trust Company, or DTC, pursuant to the procedure for book-entry transfers described in this prospectus under the heading “The Exchange Offer — Procedure for Tendering,” must be received by the exchange agent on or prior to the expiration date of the exchange offer; or | |||
• | the documents necessary for compliance with the guaranteed delivery procedures described below. | |||
By executing the Letter of Transmittal, each holder will represent to us that, among other things, (1) the notes to be issued in the exchange offer are being obtained in the ordinary course of business of the person receiving such new notes whether or not such person is the holder, (2) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of such new notes and (3) neither the holder nor any such other person is an “affiliate” (as defined in Rule 405 under the Securities Act) of ours. | ||||
Special procedures for beneficial owners | If you are the beneficial owner of notes and your name does not appear on a security position listing of DTC as the holder of such notes or if you are a beneficial owner of registered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender such notes or registered notes in the exchange offer, you should contact such person in whose name your notes or registered notes are registered promptly and instruct such person to tender on your behalf. If such beneficial holder wishes to tender on his own behalf, such beneficial holder must, prior to completing and executing the Letter of Transmittal and delivering its outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in such holder’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time. | |||
Guaranteed delivery procedures | If you wish to tender your notes and time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer, or the procedure for book-entry transfer cannot be completed on time or certificates for registered notes cannot be delivered on time, you may tender your notes pursuant to the procedures described in this prospectus under the heading “The Exchange Offer—Guaranteed Delivery Procedure.” | |||
Withdrawal rights | You may withdraw the tender of your notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. |
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Acceptance of old notes and delivery of new notes | Subject to the conditions summarized above in “Termination of the Exchange Offer” and described more fully under “The Exchange Offer—Termination”, we will accept for exchange any and all outstanding old notes which are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. The notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. | |
Material U.S. federal income tax consequences | The exchange of the notes pursuant to the exchange offer will not be a taxable exchange for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations” for more information. | |
Consequences of failure to exchange | If you are eligible to participate in this exchange offer and you do not tender your old notes as described in this prospectus, you will not have any further registration rights. In that case, your old notes will continue to be subject to restrictions on transfer. As a result of the restrictions on transfer and the availability of new notes, the old notes are likely to be much less liquid than before the exchange offer. The old notes will, after the exchange offer, bear interest at the same rate as the new notes. | |
Use of proceeds | We will not receive any proceeds from the issuance of notes pursuant to the exchange offer. We will pay all expenses incident to the exchange offer. | |
Exchange agent | Wells Fargo Bank, National Association is serving as exchange agent in connection with the exchange offer. The exchange agent can be reached at 608 2nd Avenue South, Northstar East Building, 12th Floor, Minneapolois, MN 55402, Attention: Corporate Trust Services. For more information with respect to the exchange offer, the telephone number for the exchange agent is (800) 344-5128 and the facsimile number for the exchange agent is (612) 667-6282. |
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Issuer | Waste Services, Inc. | |||
Notes offered | $160,000,000 in aggregate principal amount of 91/2% Senior Subordinated Notes due 2014. | |||
Maturity date | April 15, 2014. | |||
Interest payment dates | April 15 and October 15, commencing October 15, 2004. | |||
Guarantees | Our obligations with respect to the new notes, including principal, interest, premium, if any, and liquidated damages, if any, will be fully and unconditionally guaranteed on an unsecured, senior subordinated basis by all of our existing and future domestic restricted subsidiaries. Our foreign subsidiaries will not guarantee the new notes. | |||
Rankings | The new notes and the guarantees are unsecured, senior subordinated obligations. Accordingly, they will be: | |||
• | subordinated in right of payment to all of our and the guarantors’ existing and future senior indebtedness, including indebtedness under our senior secured credit facilities; | |||
• | structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries, including our foreign subsidiaries; | |||
• | equal in right of payment to our and the guarantors’ existing and future senior subordinated indebtedness; and | |||
• | senior in right of payment to our and the guarantors’ existing and future subordinated indebtedness. | |||
In addition, as of June 30, 2005: | ||||
• | we and the guarantors had approximately $113.8 million of senior indebtedness outstanding, and an additional $15.1 million was available for borrowing under our senior secured credit facilities; and | |||
• | our non-guarantor subsidiaries had approximately $22.5 million in indebtedness and other liabilities (including trade payables) outstanding. | |||
See “Description of Credit Agreement and Certain Other Indebtedness.” | ||||
Optional redemption | On or after April 15, 2009, we may redeem some or all of the new notes at any time at the redemption prices set forth under “Description of the New Notes — Optional Redemption.” | |||
Prior to April 15, 2007, we may redeem up to 35% of the aggregate principal amount of the new notes with the net proceeds of certain equity offerings at the redemption prices set forth under “Description of the New Notes — Optional Redemption.” |
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Mandatory redemption | None. | |||
Offer to purchase | If we experience a change of control or we or any of our restricted subsidiaries sell certain assets, we may be required to offer to purchase the new notes at the prices set forth under “Description of the New Notes—Repurchase at the Option of Holders—Change of Control” and “—Asset Sales.” | |||
Covenants | The indenture governing the new notes will, among other things, limit our ability and the ability of our restricted subsidiaries to: | |||
• | make restricted payments; | |||
• | incur additional indebtedness and issue preferred stock; | |||
• | allow restrictions on the ability of certain subsidiaries to make distributions; | |||
• | sell assets; | |||
• | create liens; | |||
• | merge or consolidate with other entities; | |||
• | enter into sale and leaseback transactions; and | |||
• | enter into certain transactions with affiliates. | |||
Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the New Notes.” | ||||
No prior market | The new notes will be new securities for which there is currently no market. Although the initial purchasers of the old notes have informed us that they intend to make a market in the new notes, they are not obligated to do so and they may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the new notes will develop or be maintained. |
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• | acquisition of the Allied Jacksonville Assets; | ||
• | acquisition of Florida Recycling; | ||
• | entering into the new senior secured credit facility; | ||
• | issuance of the 91/2% senior subordinated notes; | ||
• | issuance and registration of 13,400,000 common shares and warrants to purchase 1,340,000 common shares; and | ||
• | tax effects of the foregoing events. |
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FOR THE YEAR ENDED DECEMBER 31, 2004
(In thousands, except per share amounts)
Allied | ||||||||||||||||||||||||
Jacksonville | Florida | |||||||||||||||||||||||
Actuals | Acquisition | Recycling | Adjustments | Notes | Pro Forma | |||||||||||||||||||
Revenue | $ | 310,785 | $ | 12,905 | $ | 26,717 | $ | — | $ | 350,407 | ||||||||||||||
Operating expenses | ||||||||||||||||||||||||
Cost of operations | 219,900 | 11,070 | 22,153 | (247 | ) | (1 | ) | 252,876 | ||||||||||||||||
Selling, general and administrative expenses | 58,176 | 1,030 | 4,793 | (1,469 | ) | (2 | ) | 62,530 | ||||||||||||||||
Settlement with sellers of Florida Recycling | (8,635 | ) | — | — | — | (8,635 | ) | |||||||||||||||||
Depreciation, depletion and amortization | 34,204 | 630 | 1,927 | 1,506 | (3 | ) | 38,358 | |||||||||||||||||
91 | (1 | ) | ||||||||||||||||||||||
Foreign exchange gain and other | (377 | ) | — | — | — | (377 | ) | |||||||||||||||||
Income from operations | 7,517 | 175 | (2,156 | ) | 119 | 5,655 | ||||||||||||||||||
Interest income | — | (938 | ) | — | 938 | (4 | ) | — | ||||||||||||||||
Interest expense | 30,838 | — | 569 | 7,743 | (5 | ) | 23,938 | |||||||||||||||||
(14,643 | ) | (5 | ) | |||||||||||||||||||||
(569 | ) | (4 | ) | |||||||||||||||||||||
Changes in fair value of warrants | (111 | ) | — | — | — | (111 | ) | |||||||||||||||||
Cumulative mandatorily redeemable preferred stock dividends and amortization of issue costs | 17,582 | — | — | — | 17,582 | |||||||||||||||||||
Income (loss) before income taxes | (40,792 | ) | 1,113 | (2,725 | ) | 6,650 | (35,754 | ) | ||||||||||||||||
Income tax provision (benefit) | 7,587 | 445 | — | (445 | ) | (6 | ) | 7,587 | ||||||||||||||||
Income (loss) before cumulative effect of change in accounting principle | $ | (48,379 | ) | $ | 668 | $ | (2,725 | ) | 7,095 | $ | (43,341 | ) | ||||||||||||
Basic and diluted loss per share before cumulative effect of change in accounting principle | $ | (0.55 | ) | $ | (0.45 | ) | ||||||||||||||||||
Weighted average common shares outstanding - basic and diluted | 88,232 | — | — | 7,217 | (7 | ) | 95,449 |
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(1) | Reflects the removal of rent expense from cost of operations for trucks and containers leased from other subsidiaries of Allied Waste Industries, Inc. These trucks and containers were acquired as part of the acquisition of the Allied Jacksonville Assets. Rent expense being removed for the Allied Jacksonville Assets was $0.2 million; depreciation relating to the assets being acquired was $0.1 million. | ||
(2) | Reflects the elimination of Florida Recycling management fees related to agreements not being assumed of $1.7 million, offset by new employment and consulting agreements of $0.2 million. | ||
(3) | Reflects the amortization of $0.3 million and $1.2 million of intangible assets relative to the acquisitions of the Allied Jacksonville Assets and Florida Recycling, respectively. These intangible assets are based on an estimate of intangible asset values and include customer relationships and contracts and covenants not-to-compete and are being amortized over the expected life of the benefit to be received by such intangibles, which range from 3 to 20 years. | ||
(4) | Reflects the elimination of interest income of $0.9 million received on balances due from affiliates not being acquired as part of the Allied Jacksonville Assets acquisition as well as the elimination of Florida Recycling interest expense of $0.6 million related to debt not assumed. | ||
(5) | Reflects interest expense of $2.5 million related to the $100.0 million term loan portion of our new senior secured credit facilities and $5.2 million related to the $160.0 million 91/2% senior subordinated notes. Also reflected is the removal of $14.6 million of interest expense on our previous credit facility that would have been avoided had the financing described above been in place as of January 1, 2004. | ||
(6) | Reflects the elimination of U.S. income taxes otherwise payable as a result of the pro forma adjustments previously described. Additionally, we have not assumed any benefit of the tax losses attributed to the pro forma adjustments because we do not expect to benefit from such losses at this time. | ||
(7) | Reflects the dilutive effect of the 9,250,000 common shares issued to the sellers of Florida Recycling in connection with the Florida Recycling acquisition less the effect of 1,000,000 common shares previously deposited and the April 30, 2004 private placements of 13,400,000 common shares in a separate private placement transaction. |
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For the Six Months | |||||||||||||||||||||||||||||||||
For the Year Ended December 31, | Ended June 30, | ||||||||||||||||||||||||||||||||
Pro Forma | |||||||||||||||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | 2004 | 2004 | 2005 | ||||||||||||||||||||||||||
(In thousands except per share data) | |||||||||||||||||||||||||||||||||
Statement of Operations Data: | |||||||||||||||||||||||||||||||||
Revenue | $ | 117,008 | $ | 93,241 | $ | 98,846 | $ | 126,750 | $ | 310,785 | $ | 350,407 | $ | 122,943 | $ | 184,369 | |||||||||||||||||
Income (loss) from operations | (6,622 | ) | (8,671 | ) | 9,567 | (5,046 | ) | 7,517 | 5,655 | 1,076 | 503 | ||||||||||||||||||||||
Net income (loss) | (18,281 | ) | (19,668 | ) | 2,127 | (22,380 | ) | (48,154 | ) | (43,341 | ) | (29,349 | ) | (28,781 | ) | ||||||||||||||||||
Net loss attributable to common shareholders | (18,281 | ) | (19,668 | ) | (12,590 | ) | (76,952 | ) | (48,154 | ) | (43,341 | ) | (29,349 | ) | (28,781 | ) | |||||||||||||||||
Basic and diluted net loss per share | (2.54 | ) | (1.60 | ) | (0.39 | ) | (1.98 | ) | (0.55 | ) | (0.45 | ) | (0.37 | ) | (0.29 | ) | |||||||||||||||||
Shares used in calculating basic and diluted net loss per share | 7,197 | 12,260 | 32,414 | 38,782 | 88,232 | 95,449 | 79,736 | 97,801 | |||||||||||||||||||||||||
Other Financial Data: | |||||||||||||||||||||||||||||||||
Cash flows provided by (used in): | |||||||||||||||||||||||||||||||||
Operating activities | 7,362 | 6,685 | 13,654 | 9,446 | 24,697 | N/A | 8,081 | 10,092 | |||||||||||||||||||||||||
Investing activities | (21,656 | ) | 13,280 | (39,777 | ) | (195,633 | ) | (198,208 | ) | N/A | (174,604 | ) | (20,392 | ) | |||||||||||||||||||
Financing activities | 12,925 | (17,392 | ) | 25,409 | 205,089 | 160,683 | N/A | 148,620 | 6,816 | ||||||||||||||||||||||||
Capital expenditures | (14,362 | ) | (3,778 | ) | (12,157 | ) | (24,438 | ) | (46,209 | ) | N/A | (22,606 | ) | (19,562 | ) | ||||||||||||||||||
Ratio of earnings to fixed charges (1) | — | — | 1.61x | — | — | — | — | — |
As of December 31, | As of June 30, | |||||||||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | 2005 | |||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 2,469 | $ | 1,775 | $ | 21,062 | $ | 8,507 | $ | 4,890 | ||||||||||||||||
Property, equipment and landfill sites, net | 50,899 | 36,708 | 58,994 | 192,062 | 300,083 | 294,523 | ||||||||||||||||||||||
Goodwill and other intangible assets, net | 80,609 | 55,089 | 66,596 | 163,380 | 327,756 | 331,628 | ||||||||||||||||||||||
Total assets | 152,959 | 110,652 | 149,022 | 470,998 | 720,583 | 710,007 | ||||||||||||||||||||||
Total debt and capital lease obligations (excluding mandatorily redeemable shares of preferred stock) | 100,834 | 53,005 | 53,645 | 177,449 | 278,363 | 277,513 | ||||||||||||||||||||||
Mandatorily redeemable preferred shares, net | — | — | — | 48,205 | 64,971 | 74,456 | ||||||||||||||||||||||
Total Shareholders’ equity | 38,655 | 45,913 | 77,817 | 201,117 | 298,776 | 274,793 |
(1) | The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, “earnings” includes income (loss) before income taxes, plus fixed charges less capitalized interest. “Fixed charges” includes interest, whether expensed or capitalized, and the portion of rental expense that is representative of the interest factor in these rentals. For the years ended December 31, 2000, 2001, 2003 and 2004, earnings were insufficient to cover fixed charges by approximately $17.3 million, $18.7 million, $23.5 million and $41.0 million, respectively. Pro Forma 2004 earnings were insufficient to cover pro forma 2004 fixed charges by approximately $35.9 million. For the six months ended June 30, 2004 and 2005, earnings were insufficient to cover fixed charges by approximately $26.4 million and $23.5 million, respectively. |
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• | make it more difficult for us to satisfy our obligations with respect to the notes, including our repurchase obligations under the notes; | ||
• | increase our vulnerability to general adverse economic and industry conditions; | ||
• | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes and acquisitions; | ||
• | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; | ||
• | place us at a competitive disadvantage compared to our competitors that have less indebtedness; and | ||
• | limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds. |
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• | may be resold only if registered pursuant to the Securities Act, if an exemption from registration is available thereunder, or if neither such registration nor such exemption is required by law; and | ||
• | shall bear a legend restricting transfer in the absence of registration or an exemption therefrom. |
• | was insolvent or rendered insolvent by reason of such incurrence; or | ||
• | was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or | ||
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured. |
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• | the sum of its indebtedness, including contingent liabilities, was greater than the fair saleable value of all of its assets; or | ||
• | the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing indebtedness, including contingent liabilities, as they become absolute and matured; or | ||
• | it could not pay its indebtedness as it becomes due. |
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As of June 30, 2005 | ||||
(in thousands) | ||||
Cash and cash equivalents | $ | 4,890 | ||
Debt: | ||||
Senior secured credit facilities | ||||
Revolving credit facility | $ | 15,000 | ||
Term loan | 98,750 | |||
91/2% Senior subordinated notes | 160,000 | |||
Other subordinated notes | 3,049 | |||
Capital lease obligations | 714 | |||
Total debt | 277,513 | |||
Mandatorily redeemable shares of preferred stock(1) | 74,456 | |||
Shareholders’ equity | 274,793 | |||
Total capitalization | $ | 626,762 | ||
(1) | Amount is net of a discount of $5.5 million. |
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Maximum Consolidated | Maximum Consolidated Senior | Minimum Consolidated | ||||||||||
Fiscal Quarter | Leverage Ratio | Secured Leverage Ratio | Interest Coverage Ratio | |||||||||
FQ2 2005 | 6.50:1.00 | 2.75:1.00 | 1.75:1.00 | |||||||||
FQ3 2005 | 5.75:1.00 | 2.50:1.00 | 1.75:1.00 | |||||||||
FQ4 2005 | 5.25:1.00 | 2.50:1.00 | 2.00:1.00 | |||||||||
FQ1 2006 | 5.25:1.00 | 2.25:1.00 | 2.00:1.00 | |||||||||
FQ2 2006 | 5.25:1.00 | 2.25:1.00 | 2.00:1.00 |
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• | file within 120 days after the issue date of the old notes, the registration statement of which this prospectus is a part with respect to the exchange of the old notes for the new notes to be issued in the exchange offer; | ||
• | use all commercially reasonable efforts to cause the registration statement to become effective within 210 days after the issue date of the old notes; and | ||
• | use all commercially reasonable efforts to issue on or prior to 30 business days, or longer, after the date on which the exchange offer registration statement was declared effective, new notes in exchange for the old notes. |
(1) | we are not: |
(2) | the SEC refuses to declare the registration statement for the exchange offer effective; or | ||
(3) | any holder of old notes notifies us within 20 business days following consummation of the exchange offer that: |
• | the filing and effectiveness of the registration statement relating to the new notes to be issued in the exchange offer; | ||
• | the maintenance of such registration statement continuously effective and the keeping of the exchange offer open for a period not less than the minimum period required under applicable federal and state securities laws to consummate the exchange offer; provided, however that in no event shall such period be less than 20 business days; and |
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• | the delivery by us to the registrar under the indenture of new notes in the same aggregate principal amount as the aggregate principal amount of old notes tendered by holders of old notes pursuant to the exchange offer. |
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• | to delay acceptance of any old notes in the event that the exchange offer is extended, to extend the exchange offer or to terminate the exchange offer and to refuse to accept any old notes, if any of the conditions set forth herein under “—Termination” shall have occurred and shall not have been waived by us (if permitted to be waived by us) prior to the expiration date, by giving oral or written notice of such delay, extension or termination to the exchange agent; and | ||
• | to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes. |
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• | the new notes were acquired in the ordinary course of business; and | ||
• | the holder is not participating, and has no arrangements or understanding with any person to participate, in the distribution of the new notes. |
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• | by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the Letter of Transmittal; or | ||
• | for the account of an Eligible Institution. |
• | purchase or make offers for any old notes that remain outstanding subsequent to the expiration date, or, as set forth under “—Termination,” to terminate the exchange offer; and |
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• | to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. |
• | the tender is made through an Eligible Institution; | ||
• | prior to the expiration date, the exchange agent receives from such Eligible Institution properly competed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery): |
• | setting forth the name and address of the holder of the old notes, the certificate number or numbers of such old notes and the principal amount of old notes tendered; | ||
• | stating that the tender is being made by guaranteed delivery; and | ||
• | guaranteeing that, within five business days after the expiration date, the Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing the old notes to be tendered in proper form for transfer and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the exchange agent; and |
• | the exchange agent receives the properly completed and executed Letter of Transmittal (or facsimile thereof), together with the certificate(s) representing all tendered old notes in proper form for transfer (or confirmation of a book-entry transfer into the exchange agents’ account at DTC of old notes delivered electronically) and all other documents required by the Letter of Transmittal within five business days after the expiration date. |
• | specify the name of the person having deposited the old notes to be withdrawn, or the Depositor; | ||
• | identify the old notes to be withdrawn (including the certificate number or numbers and principal amount of the old notes); |
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• | be signed by the Depositor in the same manner as the original signature on the Letter of Transmittal by which the old notes were tendered (including any required signature guarantees) or be accompanied by documents of transfers sufficient to permit the Trustee with respect to the old notes to register the transfer of the old notes into the name of the Depositor withdrawing the tender; and | ||
• | specify the name in which the old notes are to be registered, if different from that of the Depositor. |
• | any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer, which, in our judgment, might materially impair our ability to proceed with the exchange offer; or | ||
• | any law, statute, rule or regulation is proposed, adopted or enacted, or any existing law, statute rule or regulation is interpreted by the staff of the SEC or court of competent jurisdiction in a manner, which, in our judgment, might materially impair our ability to proceed with the exchange offer. |
• | refuse to accept any old notes and return any old notes that have been tendered to the holders thereof; | ||
• | extend the exchange offer and retain all old notes that have been tendered prior to the expiration of the exchange offer, subject to the rights of such holders of tendered old notes to withdraw their tendered old notes; or | ||
• | waive such termination event with respect to the exchange offer and accept all properly tendered old notes that have not been withdrawn. |
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By Registered and Certified Mail | By Overnight Courier or Regular Mail: | By Hand Delivery | ||
Wells Fargo Bank , N.A. | Wells Fargo Bank, N.A. | Wells Fargo Bank, N.A. | ||
Corporate Trust Operations | Corporate Trust Operations | Corporate Trust Services | ||
MAC N9303-121 | MAC N9303-121 | 608 2nd Avenue South | ||
P.O. Box 1517 | 6th & Marquette Avenue | Northstar East Building — 12th Floor | ||
Minneapolis, MN 55480 | Minneapolis, MN 55479 | Minneapolis, MN 55402 |
Confirm by Telephone: (800) 344-5128
• | registered pursuant to the Securities Act; | ||
• | an exemption from registration is available; or | ||
• | neither registration nor an exemption is required by law; and |
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• | will be general unsecured obligations of Waste Services; | ||
• | will be subordinated in right of payment to all existing and future Senior Debt of Waste Services; | ||
• | will be effectively subordinated to all existing and future Indebtedness of the Subsidiaries of Waste Services that are not Guarantors; | ||
• | will bepari passuin right of payment with any future senior subordinated Indebtedness of Waste Services; | ||
• | will be senior in right of payment to all subordinated Indebtedness of Waste Services; and | ||
• | will be unconditionally guaranteed by the Guarantors. |
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• | will be a general unsecured obligation of the relevant Guarantor; | ||
• | will be subordinated in right of payment to all existing and future unsecured Senior Debt of that Guarantor; | ||
• | will be senior in right of payment to all subordinated Indebtedness of that Guarantor; and | ||
• | will bepari passuin right of payment with any future senior subordinated Indebtedness of that Guarantor. |
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Year | Percentage | |||
2009 | 104.750 | % | ||
2010 | 103.167 | % | ||
2011 | 101.583 | % | ||
2012 and thereafter | 100.000 | % |
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(a) | such Person becomes a Restricted Subsidiary of Waste Services; or | ||
(b) | such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Waste Services or a Restricted Subsidiary of Waste Services; |
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(a) | the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and | ||
(b) | the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Referencing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; |
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• | individuals who are citizens or residents of the United States; | ||
• | corporations or other entities taxable as corporations created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia; | ||
• | estates the income of which is subject to U.S. federal income taxation regardless of its source; or | ||
• | trusts if (i) (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person. |
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• | the interest income is not effectively connected with the conduct of a U.S. trade or business by the non-U.S. Holder (i.e., not “U.S. trade or business income”); | ||
• | the non-U.S. Holder does not, directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of our stock entitled to vote; | ||
• | the non-U.S. Holder is not, for U.S. federal income tax purposes, a controlled foreign corporation that is related to us through stock ownership; | ||
• | the non-U.S. Holder is not a bank which acquired the new note in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and | ||
• | either (A) the non-U.S. Holder certifies, under penalty of perjury, to us or our agent that it is not a U.S. person and such non-U.S. Holder provides its name, address and certain other information on a properly executed Form W-8BEN (or an applicable substitute form), or (B) a securities clearing organization bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business holds the new note on behalf of the beneficial owner and provides a statement to us or our agent signed under penalty of perjury in which the organization, bank or financial institution certifies that the form or an applicable substitute has been received by it from the non-U.S. Holder or from another financial institution entity on behalf of the non-U.S. Holder and furnishes us or our agent with a copy thereof. |
• | a properly executed Form W-8BEN (or an applicable substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or | ||
• | a properly executed Form W-8ECI (or an applicable substitute form) stating that interest paid on the new note is not subject to withholding tax because it is effectively connected with the conduct of a U.S. trade or business of the non-U.S. Holder. |
• | the gain is effectively connected with the conduct of a U.S. trade or business by the non-U.S. Holder (and, if an income tax treaty applies, the gain is attributable to a U.S. permanent establishment (or a fixed base) in the United States); or | ||
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition of the new note is made and certain other requirements are met. |
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• | incorporated documents are considered part of this prospectus; | ||
• | we are disclosing important information to you by referring you to those documents; and | ||
• | information that we file in the future with the SEC automatically will update and supersede this prospectus. |
• | Our annual report on Form 10-K for the year ended December 31, 2004; | ||
• | Our quarterly reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005; | ||
• | Our current reports on Form 8-K, filed on March 3, 2005 (under Items 8.01 and 9.01), March 30, 2005 (under Items 3.02 and 9.01), May 18, 2005 (under Items 8.01 and 9.01), May 20, 2005 (under Items 5.02 and 9.01), June 22, 2005 (under Items 8.01 and 9.01) and May 10, 2004 (under Items 2 and 7); and | ||
• | Our amendment on Form 8-K/A filed on July 8, 2005, which we filed to amend Items 2, 5 and 7 of the current reports on Form 8-K filed on May 10, 2004 and June 9, 2004. |
1122 International Blvd., Suite 601
Burlington, Ontario L7L 6Z8
Attention: Corporate Secretary
Tel: (905) 319-1237
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all outstanding
91/2% Senior Subordinated Notes due 2014
issued on April 30, 2004
which have not been registered under the Securities Act
($160,000,000 aggregate principal amount outstanding)
registered under the Securities Act
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• | he or she acted honestly and in good faith with a view to the best interest of the corporation; and | ||
• | in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. |
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(i) | to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; | ||
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement, provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. |
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WASTE SERVICES, INC. | ||||
By: | /s/ David Sutherland-Yoest | |||
Name: | David Sutherland-Yoest | |||
Title: | Chairman and Chief Executive Officer | |||
Signature | Title | Date | ||
/s/ David Sutherland-Yoest | Chairman of the Board Chief Executive Officer and Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Vice President and Corporate Controller (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Gary W. DeGroote | Director | August 11, 2005 | ||
/s/ George E. Matelich | Director | August 11, 2005 |
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Signature | Title | Date | ||
/s/ Lucien Rémillard | Director | August 11, 2005 | ||
/s/ Michael B. Lazar | Director | August 11, 2005 | ||
/s/ Jack E. Short | Director | August 11, 2005 | ||
/s/ Wallace L. Timmeny | Director | August 11, 2005 | ||
/s/ Michael J. Verrochi | Director | August 11, 2005 |
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WASTE SERVICES OF FLORIDA, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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JACKSONVILLE FLORIDA LANDFILL, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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JONES ROAD LANDFILL AND RECYCLING LTD. By its General Partner Jacksonville Florida Landfill, Inc. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
JACKSONVILLE FLORIDA LANDFILL, INC | General Partner | August 11, 2005 | ||
/s/ Ivan R. Cairns Title: Vice President and Secretary | ||||
/s/ Charles A. Wilcox | (Principal Executive Officer) Director of Jacksonville Florida Landfill, Inc. | August 11, 2005 | ||
/s/ Mark A. Pytosh | (Principal Financial Officer) Director of Jacksonville Florida Landfill, Inc. | August 11, 2005 | ||
/s/ Brian A. Goebel | (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Director of Jacksonville Florida Landfill, Inc. | August 11, 2005 |
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OMNI WASTE OF OSCEOLA COUNTY LLC | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Manager | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Manager (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Manager (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Manager | August 11, 2005 |
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CACTUS WASTE SYSTEMS, LLC | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Manager | |||
Signature | Title | Date | ||
/s/ David Sutherland-Yoest | Manager (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Manager (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Manager | August 11, 2005 |
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WASTE SERVICES OF ARIZONA, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
/s/ David Sutherland-Yoest | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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WASTE SERVICES LIMITED PARTNER, LLC | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Manager | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | Manager (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Manager (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Manager | August 11, 2005 | ||
| Manager | August 11, 2005 |
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WASTE SERVICES OF ALABAMA, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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WS GENERAL PARTNER, LLC By its Sole Member WASTE SERVICES, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
Signature | Title | Date | ||
WASTE SERVICES, INC. | ||||
/s/ Ivan R. Cairns Title: Executive Vice President, General Counsel and Secretary | Sole Member | August 11, 2005 | ||
/s/ Charles A. Wilcox | Manager (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Manager (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Manager | August 11, 2005 |
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RUFFINO HILLS TRANSFER STATION LP | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
WS GENERAL PARTNER, LLC By its Sole Member WASTE SERVICES, INC. | Sole Member | August 11, 2005 | ||
/s/ Ivan R. Cairns Title: Executive Vice President, General Counsel and Secretary | ||||
/s/ Charles A. Wilcox | President (Principal Executive Officer) Manager of WS General Partner, LLC | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer (Principal Financial Officer) Manager of WS General Partner, LLC | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Manager of WS General Partner, LLC | August 11, 2005 |
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FORT BEND REGIONAL LANDFILL LP | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
WS GENERAL PARTNER, LLC By its Sole Member WASTE SERVICES, INC | Sole Member | August 11, 2005 | ||
/s/ Ivan R. Cairns Title: Executive Vice President, General Counsel and Secretary | ||||
/s/ Charles A. Wilcox | President (Principal Executive Officer) Manager of WS General Partner, LLC | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer (Principal Financial Officer) Manager of WS General Partner, LLC | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Manager of WS General Partner, LLC | August 11, 2005 |
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FLORIDA RECYCLING SERVICES, INC., a Delaware corporation | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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FLORIDA RECYCLING SERVICES, INC., an Illinois corporation | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Vice President and Secretary | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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SANFORD RECYCLING AND TRANSFER, INC. | ||||
By: | /s/ Ivan R. Cairns | |||
Name: | Ivan R. Cairns | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
Signature | Title | Date | ||
/s/ Charles A. Wilcox | President Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ Mark A. Pytosh | Vice President and Treasurer Director (Principal Financial Officer) | August 11, 2005 | ||
/s/ Brian A. Goebel | Assistant Secretary (Principal Accounting Officer) | August 11, 2005 | ||
/s/ Ivan R. Cairns | Vice President and Secretary Director | August 11, 2005 |
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Exhibit No. | Description of Exhibits | |||
3.1 | Amended and Restated Certificate of Incorporation of Waste Services, Inc. (Incorporated by reference to Exhibit 3.1 to Form 8-K (No. 000- 25955) filed August 2, 2004). | |||
3.2 | By-law No. 1 of Waste Services, Inc. (Incorporated by reference to Exhibit 3.3 to Form 8-K (No. 000-25955) filed August 2, 2004). | |||
3.3 | Provisions for Exchangeable Shares of Waste Services (CA) Inc. (Incorporated by reference to Exhibit 3.2 to Form 10-K (No. 000-25955) filed March 16, 2005). | |||
3.4 | Certificate of Designation of Special Voting Preferred Stock of Waste Services, Inc. (Incorporated by reference to Exhibit 3.2 to Form 8-K (No. 000-25955) filed August 2, 2004). | |||
3.5 | Certificate of Designations of Waste Services, Inc. (Incorporated by reference to Exhibit 1.3 to Form 20-F (No. 000-25955) filed July 15, 2003). | |||
3.6 | Amended Certificate of Designations of Waste Services, Inc. (Incorporated by reference to Exhibit 4.1 to Form 8-K (No. 000-25955) filed May 10, 2004). | |||
3.7 | Certificate of Incorporation of Waste Services of Florida, Inc. | |||
3.8 | Bylaws of Waste Services of Florida, Inc. | |||
3.9 | Certificate of Incorporation of Jacksonville Florida Landfill, Inc. | |||
3.10 | Bylaws of Jacksonville Florida Landfill, Inc. | |||
3.11 | Certificate of Limited Partnership of Jones Road Landfill and Recycling, Ltd. | |||
3.12 | Amended and Restated Limited Partnership Agreement of Jones Road Landfill and Recycling, Ltd. | |||
3.13 | Articles of Organization, as amended, of Omni Waste of Osceola County LLC. | |||
3.14 | Amended and Restated Limited Liability Company Agreement of Omni Waste of Osceola County LLC. | |||
3.15 | Articles of Organization of Cactus Waste Systems LLC. | |||
3.16 | Regulations of Cactus Waste Systems LLC. | |||
3.17 | Certificate of Incorporation of Waste Services of Arizona, Inc. | |||
3.18 | Bylaws of Waste Services of Arizona, Inc. | |||
3.19 | Certificate of Incorporation of Waste Services of Alabama, Inc. | |||
3.20 | Bylaws of Waste Services of Alabama, Inc. | |||
3.21 | Certificate of Formation of Waste Services Limited Partner, LLC. | |||
3.22 | Limited Liability Company Agreement of Waste Services Limited Partner, LLC. | |||
3.23 | Articles of Organization of WS General Partner, LLC. | |||
3.24 | Regulations of WS General Partner, LLC. | |||
3.25 | Certificate of Limited Partnership of Ruffino Hills Transfer Station LP. | |||
3.26 | Limited Partnership Agreement of Ruffino Hills Transfer Station LP. | |||
3.27 | Certificate of Limited Partnership of Fort Bend Regional Landfill LP. |
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Exhibit No. | Description of Exhibits | |
3.28 | Limited Partnership Agreement of Fort Bend Regional Landfill LP. | |
3.29 | Certificate of Incorporation of Florida Recycling Services, Inc., a Delaware corporation. | |
3.30 | Amended and Restated Bylaws of Florida Recycling Services, Inc., a Delaware corporation. | |
3.31 | Articles of Incorporation of Florida Recycling Services, Inc., an Illinois corporation. | |
3.32 | Bylaws of Florida Recycling Services, Inc., an Illinois corporation. | |
3.33 | Articles of Incorporation of Sanford Recycling and Transfer, Inc. | |
3.34 | Bylaws of Sanford Recycling and Transfer, Inc. | |
4.1 | Indenture regarding 9 1/2% Senior Subordinated Notes among Waste Services, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee, dated as of April 30, 2004 (the “Notes Indenture”) (Incorporated by reference to Exhibit 4.3 to Form 8-K (No. 000-25955) filed May 10, 2004). | |
4.2 | Supplemental Indenture, dated as of August 8, 2005, to the Notes Indenture, among Sanford Recycling and Transfer, Inc., Waste Services, Inc., the other Guarantors and Wells Fargo Bank, National Association, as trustee. | |
4.3 | Form of Note (included in Exhibit 4.1). | |
5.1 | Opinion of Shearman & Sterling LLP. | |
10.1 | Capital Environmental Resource Inc. 1999 Stock Option Plan (Incorporated by reference to Exhibit 4 to Schedule 13D dated February 5, 2002 and filed by certain holders of the Company’s Common Shares with the SEC on February 15, 2002). | |
10.2 | Purchase Agreement dated November 13, 2003, between Allied Waste Industries, Inc., Waste Services, Inc., and Capital Environmental Resource Inc. (Incorporated by reference to Exhibit 10.1 to Form 6-K/A (No. 000-25955), filed January 20, 2003). | |
10.3 | Amended and Restated Stock Purchase Agreement dated as of March 11, 2004, by and among Waste Services, Inc., certain affiliates of Waste Services, Inc., Capital Environmental Resource Inc., Florida Recycling Services, Inc. and certain affiliates thereof. (Incorporated by reference to Exhibit 10.5 to Form 8-K (No. 000-25955) filed May 10, 2004). | |
10.4 | First Amendment to Amended and Restated Stock Purchase Agreement and Settlement Agreement dated September 24, 2004 (Incorporated by Reference to Exhibit 10.2 to Form 8-K (No. 000-25955) filed September 24, 2004.) | |
10.5 | Form of Subscription Agreement dated as of April 30, 2004, between Capital Environmental Resource Inc. and certain investors. (Incorporated by reference to Exhibit 10.1 to Form 8-K (No. 000-25955) filed May 10, 2004). | |
10.6 | Form of Registration Rights Agreement dated as of April 30, 2004, among us and certain investors. (Incorporated by Reference to Exhibit 10.2 to Form 8-K (No. 000-25955) filed filed May 10, 2004). | |
10.7 | 9-1/2% Senior Subordinated Notes Registration Rights Agreement dated April 30, 2004. (Incorporated by reference to Exhibit 10.3 to Form 8-K (No. 000-25955) filed May 10, 2004). | |
10.8 | Amended and Restated Credit Agreement dated as of April 30, 2004, Among Capital Environmental Resource Inc., Waste Services, Inc., the several lenders from time to time parties |
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Exhibit No. | Description of Exhibits | |
thereto, Lehman Brothers Inc., as Arranger, CIBC World Markets Corp., as Syndication Agent, Bank of America, N.A., as Documentation Agent, Canadian Imperial Bank of Commerce, as Canadian Agent, and Lehman Commercial Paper Inc., as Administrative Agent. (Incorporated by reference to Exhibit 10.4 to Form 8-K (No. 000-25955) filed May 20, 2004). | ||
10.9 | First Amendment to Amended and Restated Credit Agreement dated as of August 25, 2004 (Incorporated by reference to Exhibit 10.1 to Form 8-K (No. 000-25955) field August 27, 2004.) | |
10.10 | Second Amendment to Amended and Restated Credit Agreement dated as of October 4, 2004 (Incorporated by reference to Exhibit 10.1 to Form 8-K (No. 000-25955) field October 5, 2004.) | |
10.11 | Employment Agreement dated as of September 7, 2001, between us and David Sutherland-Yoest (Incorporated by reference to Exhibit 4.9 to Form 20-F (No. 000-25955) filed July 12, 2002). | |
10.12 | Employment Agreement dated as of July 1, 2004 between Waste Services, Inc. and Charles A. Wilcox (Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2004 (No. 000-25955) filed March 16, 2005). | |
10.13 | Employment Agreement dated January 5, 2004, between us and Ivan R. Cairns. (Incorporated by reference to Exhibit 10.1 to Form 10-Q (No. 000-25955), filed May 17, 2004). | |
10.14 | Employment Agreement dated as of February 23, 2004, between Capital Environmental Resource Inc., Waste Services, Inc. and Mark A. Pytosh. (Incorporated by reference to Exhibit 10.2 to Form 10-Q (No. 000-25955), filed May 17, 2004). | |
10.15 | Employment Agreement dated July 23, 2003, between Capital Environmental Resource, Inc. and Ronald L. Rubin (Incorporated by reference to Exhibit 4.26 to Form 20-F for the year ended December 31, 2003 (No. 000-25955), filed March 31, 2004). | |
10.16 | Employment Agreement dated October 1, 2003, between Capital Environmental Resource, Inc. and Brian A. Goebel (Incorporated by reference to Exhibit 4.27 to Form 20-F for the year ended December 31, 2003 (No. 000-25955), filed March 31, 2004). | |
12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
21.1 | List of subsidiaries. | |
23.1 | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm for Waste Services, Inc. for the year ended December 31, 2004. | |
23.2 | Consent of BDO Dunwoody LLP, Independent Registered Public Accounting Firm for Waste Services, Inc. for the year ended December 31, 2003. | |
23.3 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Waste Services, Inc. for the year ended December 31, 2002. | |
23.4 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for North Central Florida District of Allied Waste Industries, Inc. for the years ended December 31, 2003, 2002 and 2001. | |
23.5 | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm for Florida Recycling Services, Inc. for the years ended December 31, 2003, 2002 and 2001. | |
24.1 | Power of Attorney (contained on signature page). | |
25.1 | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association. | |
99.1 | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
99.2 | Form of Letter of Transmittal. |
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Exhibit No. | Description of Exhibits | |
99.3 | Form of Letter to Clients. | |
99.4 | Form of Notice of Guaranteed Delivery. | |
99.5 | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
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