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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
January 27, 1999
KTI, INC.
(Exact name of Registrant as specified in Charter)
New Jersey 33-85234 22-2665282
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
7000 Boulevard East, Guttenberg, New Jersey 07093
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code- (201) 854-7777
Not Applicable
(Former name and former address, as changed since last report)
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ITEM 5. OTHER ITEMS.
On January 27, 1999, KTI, Inc., a New Jersey corporation (the "Company"
or the "Registrant"), announced that it had purchased all of the stock of each
of The AFA Group, Inc., AFA Pallet Group, Inc., Advanced Enterprises Recycling,
Inc., Allied Equipment & Sales Corp., Inc., American Supplies Sales Group, Inc.,
Artic, Inc., Atlantic Transportation Technologies, Inc., Agro Products, Inc.,
all New Jersey corporations (collectively, the "AFA Group"). As consideration
for the stock of the AFA Group, the Company issued 460,000 shares of its common
stock. In addition, the former shareholders of the AFA Group will receive
additional shares of KTI common stock equal to the increase in the combined net
worth of the AFA Group between June 30, 1998 and today. The shares of common
stock to be issued will be valued at the average closing sales price per share
for the ten trading dates for the period ended on January 26, 1999.
The AFA Group is based in Newark, New Jersey and is in the businesses
of: (a) wood/vegetative waste collection and processing; (b) equipment sales and
rentals and (c) pallet recycling. 1998 revenues and 1998 EBITDA are estimated to
be approximately $10.5 million and $2.67 million, respectively. The current
management of the AFA Group will remain in place.
The AFA Group has assets of approximately $11.6 million and liabilities
of $8.3 million.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
Exhibit Number Description
4.1 Stock for Stock Reorganization Agreement by and among Anthony
A. Peterpaul, Frank Peterpaul, Anthony Peterpaul, The AFA
Group, Inc., AFA Pallet Group, Inc., Advanced Enterprises
Recycling, Inc., Allied Equipment & Sales Corp., Inc.,
American Supplies Sales Group, Inc., Artic, Inc., Atlantic
Transportation Technologies, Inc., Agro Products, Inc. and KTI
Recycling of New Jersey, Inc. The schedules to this Exhibit do
not contain information which is material to an investment
decision. The Company hereby agrees to furnish a copy of any
omitted schedule to the Commission upon request.
99.1 News release dated January 27, 1999.
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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: January 27, 1999 By: /s/ Martin J. Sergi
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Name: Martin J. Sergi
Title: President