SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
September 16, 1997
KTI, INC.
(Exact name of registrant as specified in its charter)
New Jersey 33-85234 22-2665282
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State or other jurisdiction (Commission (IRS employer
of incorporation) File number) Identification No.)
7000 Boulevard East, Guttenberg, New Jersey 07093
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 854-7777
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 19, 1997, KTI, Inc., a New Jersey corporation (the Company
or the Registrant), executed an Agreement of Reorganization and Merger (the
Agreement) among the Company, K-C Industries, Inc., an Oregon corporation (K-C)
and KES, Inc., a Delaware corporation and a subsidiary of the Company. Under the
Agreement, the Company purchased K-C for $6 million, consisting of 425,013
shares of common stock of the Company and cash in the amount of $1.2 million.
The Company is purchasing K-C subject to existing debt. Funded debt was
approximately $5.1 million on July 31, 1997.
K-C has its headquarters in Portland, Oregon and additional facilities
in Lakewood, New Jersey; Hartford, Connecticut; and Tuscan, California. K-C is
in the business of buying pulp, paper and secondary fiber products throughout
the United States from recycling operators, such as the Company's I. Zaitlin and
Son's Inc., subsidiary and Prins Recycling Corp., and selling such products
worldwide.
K-C had revenues and net income of approximately $62 million and
$525,000 in 1996.
Additionally, on September 16, 1997, the Company made the following
changes:
Ross Pirasteh, a Director and Chairman of the Executive Committee of
the Board of Directors, was elected to the additional office of the Chairman of
the Board of Directors. Nicholas Menonna, Jr., the former Chairman of the Board
of Directors, continues to be the Chief Executive Officer of the Company.
David E. Hill, a Senior Vice President of the Company, was elected to
the additional office of Chief Operating Officer. Martin J. Sergi, the former
Chief Operating Officer, continues to be the President and Chief Financial
Officer of the Company.
SIGNATURES
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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.
KTI, INC.
(the Registrant)
Dated: September 22, 1997 By: /s/ MARTIN J. SERGI
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Name: Martin J. Sergi
Title: President
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Agreement of Reorganization and Merger among KTI, Inc., a New
Jersey corporation, K-C Industries, Inc., an Oregon corporation
and KES, Inc., a Delaware corporation, dated September 22, 1997.
The schedules to this Exhibit do not contain information which
is material to an investment decision and which is not otherwise
disclosed in the Agreement of Reorganization and Merger. The
schedule includes Registration Rights Agreements and Employment
Agreements. The Company hereby agrees to furnish a copy of any
omitted schedule to the Commission upon request.
4.2 News Release (Sept. 17, 1997): KTI Names Ross Pirasteh as
Chairman, Ted Hill Elected Chief Operating Officer
4.3 News Release (Sept. 22, 1997): KTI Acquires K-C Industries
International, Inc.