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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):
August 21, 1998
KTI, INC.
(Exact name of Registrant as specified in Charter)
New Jersey 33-85234 22-2665282
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
7000 Boulevard East, Guttenberg, New Jersey 07093
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code- (201) 854-7777
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Not Applicable
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(Former name and former address, as changed since last report)
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Item 5. Other Items.
On August 21, 1998, KTI, Inc., a New Jersey corporation (the "Company" or
the "Registrant") announced that it had purchased substantially all of the
assets of Atlantic Coast Fibers, Inc, a New Jersey corporation ("Atlantic Coast
Fibers"). The purchase price was (a) $6.5 million in cash; (b) 123,532 shares of
KTI, Inc. common stock; (c) certain incidental payments totaling approximately
$100,000 and (d) certain Incentive Payments.
Atlantic Coast Fibers currently operates a high-grade paper processing
facility in Passaic, New Jersey. Atlantic Coast Fiber's annual revenues were
approximately $11.4 million in 1997.
On the same date the Company) announced that it also had purchased
substantially all of the assets of Gaccione Bros. & Co., Inc, and PGC
Corporation, both New Jersey corporations (collectively, "Gaccione Bros."). The
purchase price was (a) $5.2 million in cash; (b) a 7% promissory note for
$1,086,213.00 due in February, 2001; (c) certain incidental payments totaling
approximately $75,000 and (d) certain Incentive Payments.
Gaccione Bros. currently operates a high-grade paper processing facility in
Clifton, New Jersey. The annual revenues of Gaccione Bros. were approximately
$7.75 million in 1997. The Company intends to relocate the operations of
Gaccione Bros. to the facility of Atlantic Coast Fibers.
The Incentive Payments to Atlantic Coast Fibers and Gaccione Bros. are to
be calculated on the basis of earnings before interest, taxes, depreciation and
amortization ("EBITDA") of the combined businesses of Atlantic Coast Fibers and
Gaccione Bros. during a twelve-month period (the "Annual Period") commencing on
November 1, 1998. The Incentive Payments will be equal to the sum of (a) EBITDA
during the Annual Period, less Three Million Dollars, multiplied by 5 and (b)
EBITDA during the Annual Period, less Four Million Dollars, multiplied by 0.5.
The Company estimates that the Incentive Payments may reach Five Million
Dollars.
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Item 7. Financial Statements and Exhibits
(a) Exhibits.
Exhibit Number Description
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4.1 Asset Purchase Agreement between KTI New Jersey Fibers,
Inc. and Atlantic Coast Fibers, Inc. dated as of August 21, 1998.
The schedules to this Exhibit do not contain information which is
material to an investment decision and which is not otherwise
disclosed in the Securities Purchase Agreement. The schedules
included Registration Rights Agreements, Consulting and
Employment Agreements. The Company hereby agrees to furnish a
copy of any omitted schedule to the Commission upon request.
4.2 Asset Purchase Agreement between KTI New Jersey Fibers,
Inc., PGC Corporation and Gaccione Bros. & Co., Inc. dated as of
August 21, 1998. The schedules to this Exhibit do not contain
information which is material to an investment decision and which
is not otherwise disclosed in the Securities Purchase Agreement.
The schedules include Employment Agreements. The Company hereby
agrees to furnish a copy of any omitted schedule to the
Commission upon request.
4.3 News release dated August 21, 1998.
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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.
KTI, Inc.
(the Registrant)
Dated: August 21, 1998 By: /s/ Martin J. Sergi
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Name: Martin J. Sergi
Title: President