SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 29, 1996
EMCON
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-16225 94-1738964
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(Commission File Number) (IRS Employer Identification No.)
400 S. El Camino Real, Suite 1200
San Mateo, California 94402
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(Address of principal executive offices) (Zip Code)
(415) 375-1522
(Registrant's telephone number, including area code)
Page 1 of 33 pages.
Exhibit Index appears on Page 2
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INFORMATION TO BE INCLUDED IN THE REPORT
Amendment No. 2
The undersigned registrant hereby amends the following items of its Current
Report on Form 8-K dated February 29, 1996, as previously amended by Form 8-K/A
(Amendment No. 1) dated April 15, 1996.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Organic Waste Technologies, Inc. and Subsidiaries ("OWT")
audited consolidated balance sheets as of December 31, 1995
and 1994; audited consolidated statements of income, common
stock and other stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1995, are
attached hereto as exhibits.
Organic Waste Technologies, Inc. and Subsidiaries unaudited
consolidated condensed statement of operations for the three
month periods ended March 31, 1996 and 1995, are attached
hereto as exhibits.
(b) Pro Forma Financial Information
Unaudited pro forma consolidated condensed statements of
operations of EMCON for the three months ended March 31, 1996
and the twelve months ended December 31, 1995, are attached
hereto as exhibits.
(c) Exhibits:
Exhibit No. Description
2.1* Stock Purchase Agreement dated January
30, 1996, among EMCON, OWT and the
Sellers (the "Stock Purchase
Agreement"), incorporated by reference
from Exhibit 2.1 of that certain Form
8-K/A (Amendment No. 1) dated April 15,
1996.
10.1* Note Agreement dated February 29, 1996
among EMCON, OWT and certain Sellers,
incorporated by reference from Exhibit
10.1 of the Current Report on Form 8-K
dated February 29, 1996 (the "February
1996 8-K").
10.2* Credit Agreement dated February 29, 1996
between EMCON and the Bank of
California, N.A. (the "Bank"),
incorporated by reference from Exhibit
10.2 of the February 1996 8-K.
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10.3* Security Agreement dated February 29,
1996 by EMCON in favor of the Bank,
incorporated by reference from Exhibit
10.3 of the February 1996 8-K.
10.4* Pledge Agreement dated February 29, 1996
by EMCON in favor of the Bank,
incorporated by reference from Exhibit
10.4 of the February 1996 8-K.
10.5* Eurodollar Rate Option Agreement dated
February 29, 1996 between EMCON and the
Bank, incorporated by reference from
Exhibit 10.5 of the February 1996 8-K.
10.6* Fixed Rate Amortizing Option Agreement
dated February 29, 1996 between EMCON
and the Bank, incorporated by reference
from Exhibit 10.6 of the February 1996
8-K.
99.2 Organic Waste Technologies, Inc. and
Subsidiaries audited consolidated
balance sheets as of December 31, 1995
and 1994; audited consolidated
statements of income, common stock and
other stockholders' equity, and cash
flows for each of the three years in the
period ended December 31, 1995.
99.3 Organic Waste Technologies, Inc. and
Subsidiaries unaudited consolidated
condensed statements of operations for
the three month periods ended March 31,
1996 and 1995.
99.4 Unaudited pro forma consolidated
condensed statements of operations of
EMCON for the three months ended March
31, 1996 and the twelve months ended
December 31, 1995.
99.5 Consent of Independent Accountants.
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* Incorporated by reference.
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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.
EMCON
Date: May 10, 1996 By: /s/ R. Michael Momboisse
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R. Michael Momboisse
Chief Financial Officer and
Vice President - Legal
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