Exhibit 99.2
Amendment No. 2
To
Agreement and Plan of Merger
The Agreement and Plan of Merger dated as of January 12, 1999 (the
"Agreement"), by and among Casella Waste Systems, Inc., a Delaware corporation
("Buyer"), Rutland Acquisition Sub, Inc., a New Jersey corporation and a direct,
wholly-owned subsidiary of Buyer ("Sub") and KTI, Inc., a New Jersey corporation
("Seller'), as amended by Amendment No. 1 to Agreement and Plan of Merger dated
May 12, 1999 ("Amendment No. 1"), is hereby amended as follows as of this 8th
day of September, 1999. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Agreement.
1. The reference to "0.59 shares" in Section 2.01(c) is hereby deleted
and "0.51 shares" is hereby substituted in lieu thereof.
2. Section 3.06 is hereby deleted, and the following shall be inserted in
lieu thereof:
"Section 3.06 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in
the Seller SEC Reports filed prior to the date hereof, since the date of the
Seller Balance Sheet, Seller and its Subsidiaries have conducted their business
only in the ordinary course and in a manner consistent with past practice and,
since such date, there has not been (i) any damage, destruction or loss (whether
or not covered by insurance) with respect to Seller's or any of its
Subsidiaries' assets having a Seller Material Adverse Effect, or (ii) any other
action or event that would have required the consent of Buyer pursuant to
Section 5.01 of this Agreement had such action or event occurred after the date
of this Agreement.
3. Section 3.18 is hereby deleted, and the following shall be inserted in
lieu thereof: "Intentionally omitted."
4. Section 4.17 is hereby deleted, and the following shall be inserted in
lieu thereof: "Intentionally omitted."
5. Section 7.01(c) is hereby deleted, and the following shall be inserted
in lieu thereof: "Intentionally omitted."
6. Section 7.02(c) is hereby deleted, and the following shall be inserted
in lieu thereof:
"(c) LOCK-UP AGREEMENTS. Each of Messrs. Ross Pirasteh, Martin Sergi and
Paul Garrett shall have entered into an agreement with the Buyer pursuant to
which they agree that, during the period beginning on the Closing Date and
continuing to and including the date 365 days after the Closing Date, they will
not offer, sell, contract to sell or otherwise dispose of, any of the shares of
Buyer Common Stock received by them pursuant to the Agreement, or any rights in
any such shares."
7. Section 7.02(h) is hereby deleted, and the following shall be inserted
in lieu thereof: "Intentionally omitted."
8. The reference to "September 30, 1999" in Section 8.01(b) is hereby
deleted and "December 15, 1999" is hereby substituted in lieu thereof.
9. A new Section 8.01(g) shall be added, which shall read as follows:
(g) by Seller, if on or prior to September 30, 1999, it has not received
an opinion, satisfactory in form and substance to Seller in its reasonable
judgment, from a financial advisor to the effect that the Exchange Ratio is fair
to the holders of Seller Common Stock from a financial point of view.
10. Schedule 6.15 is hereby deleted and Schedule 6.15 attached hereto
shall be substituted in lieu thereof.
11. The Seller Disclosure Schedule attached to Amendment No. 1 is hereby
deleted and the Seller Disclosure Schedule attached hereto shall be inserted in
lieu thereof.
12. The Buyer Disclosure Schedule attached to Amendment No. 1 is hereby
deleted and the Buyer Disclosure Schedule attached hereto shall be inserted in
lieu thereof.
13. The form of employment agreement referenced in Section 7.02(g) and
attached as Exhibit D to the Agreement is hereby amended by adding the following
sentence to the end of Section 16 thereof: "Without limiting the generality of
the foregoing, any employment agreement or other arrangement between the
Employee and KTI, Inc. or any subsidiary thereof is hereby terminated and
neither party shall have any further obligation on account thereof."
14. In all other respects, the Agreement shall remain in full force and
effect, and all references in the Agreement to "this Agreement" shall mean the
Agreement as amended hereby.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, Buyer, Sub and Seller have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the date
first written above.
CASELLA WASTE SYSTEMS, INC.
By: /s/ John W. Casella
------------------------------------
John W. Casella, Chairman and CEO
RUTLAND ACQUISITION SUB, INC.
By: /s/ John W. Casella
------------------------------------
John W. Casella, President
KTI, INC.
By: /s/ Ross Pirasteh
-------------------------------------
Ross Pirasteh, Chairman
[Signature page to Amendment No. 2 to Agreement and Plan of Merger]
SCHEDULE 6.15
LIST OF BUYER'S DIRECTORS AND OFFICERS
AS OF THE EFFECTIVE TIME
President and Chief Executive Officer: John Casella
Senior Vice President - Chief Operating Officer: James Bohlig
Executive Vice President - Business Development: Martin Sergi
Chief Financial Officer: Jerry Cifor
Directors:
3 - Buyer: 2 - Seller:
1. John Casella 1. Martin Sergi
2. James Bohlig 2. Ross Pirasteh (Chairman of the Board)
3. Douglas Casella
6 - Independent:
Four - designated by Buyer
Two - designated by Seller
CLASS II (EXPIRES 1999) CLASS III (EXPIRES 2000) CLASS I (EXPIRES 2001)
- ----------------------- ------------------------ ----------------------
James Bohlig John Casella Douglas Casella
Martin Sergi To be designated by Buyer Ross Pirasteh
To be designated by Buyer To be designated by Buyer To be designated by Buyer
To be designated by Seller To be designated by Seller