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) May 26, 2000
------------
WASTE INDUSTRIES, INC.
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-22417 56-0954929
- ------------------------------------------ ---------------------------------
(Commission file Number) (IRS Employer ID Number)
3301 Benson Drive, Suite 601, Raleigh, North Carolina 27609
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (919) 325-3000
-------------------
3949 Browning Place, Raleigh, North Carolina 27609
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
------------------------------------
On May 30, 2000, the Registrant issued a press release stating as
follows:
Waste Industries, Inc. Announces Swap With Allied Waste Industries
RALEIGH, N.C., May 30 /PRNewswire/ -- Waste Industries, Inc.
(Nasdaq: WWIN), a regional, non-hazardous solid waste services company,
today announced that it has completed an asset swap with Allied Waste
Industries (NYSE: AW).
Under the terms of the agreement Waste Industries sold its
collections operations in Ooltewah, Tennessee and Dalton, Georgia to
Allied Waste Industries and simultaneously purchased Allied/BFI's
Sampson County landfill in Roseboro, North Carolina and Fayetteville
collection operations in eastern North Carolina.
The acquisition from Allied of the Sampson County, North Carolina
landfill provides us with our eighth landfill. This swap provides us
with a MSW landfill in the heart of our collection operations in
eastern North Carolina. Annualized revenue for this operation is
approximately $10.5 million, of which approximately $5.1 is generated
from our own facilities. After intercompany elimination, we expect to
recognize approximately $3.7 million in 2000. The Sampson county
landfill, consisting of approximately 600 acres of land, has
approximately 20 million tons of capacity.
The acquisition of Allied's hauling operation in Fayetteville,
North Carolina is a "tuck-in" acquisition to our Fayetteville, North
Carolina operation. This service operation is expected to add
approximately $2.6 million in annualized revenues with approximately
$1.7 million being recognized in 2000.
Waste Industries sold to Allied its hauling operations located in
Ooltewah, Tennessee and Dalton, Georgia. The sale of these operations
will reduce future revenues by approximately $8.9 million. In addition,
Waste Industries transferred to Allied its interest in the GEK landfill
near Fort Payne, Alabama, which was recently developed and is being
operated by Liberty Waste Services of Pittsburgh, Pennsylvania
Lonnie C. Poole, Jr., Chairman and CEO of Waste Industries, Inc.,
stated, "The Sampson County Regional landfill is strategically located
and provides disposal for Waste Industries collection operations, which
currently deliver almost 50% of the waste to the site. We have enjoyed
a long and successful relationship with officials in Sampson County and
the City of Fayetteville. In Fayetteville, the Waste Industries
operations will be relocated to the Allied/BFI facilities, which are
large enough for the combined operations. This swap is of great
strategic importance to both Waste Industries and Allied/BFI. We
currently have 16 collection operations and 9 transfer stations which
can use this landfill. Likewise, Allied has numerous facilities in
close proximity to the GEK landfill. It's a win-win for everyone."
2
Waste Industries, Inc. is a vertically integrated solid waste
services company that provides collection, transfer, disposal and
recycling services to commercial, industrial and residential customer
locations in the states of North Carolina, South Carolina, Virginia,
Tennessee, Mississippi, Alabama, Georgia and Florida.
Certain parts of this press release are "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such
because the statement will include words such as the Company "expects,"
"believes," "anticipates" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or
goals are also forward-looking statements. Forward-looking statements
are subject to risks and uncertainties, such as acquisition risks,
difficulties in managing rapid growth, and weather conditions, that
could cause actual results to differ materially from those currently
anticipated. Consider these factors carefully in evaluating the
forward-looking statements. Additional information concerning factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the
Company's SEC filings. The forward-looking statements made herein are
only made as of the date of this press release and the Company
undertakes no obligation to publicly update such forward-looking
statements.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements of Business Acquired. At the time of the filing of
this Report, it is impracticable for the Registrant to provide any of
the financial statements for the acquired business operations required
by Item 7 of Form 8-K promulgated by the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, the Registrant will file the required financial statements
as soon as practicable, but not later than August, 11, 2000, as
required by Item 7.
(b) Pro Forma Financial Information. At the time of the filing of this
Report, it is impracticable for the Registrant to provide any of the
pro forma financial information required by Item 7 of Form 8-K
promulgated by the Commission under the Exchange Act. Accordingly, the
Registrant will file the required financial statements as soon as
practicable, but not later than August 11, 2000, as required by Item 7.
(c) Exhibits.
2.3 Purchase Agreement dated as of May 26, 2000, among the
Registrant, BFI Waste Systems of North America, Inc., and
Allied Waste Industries, Inc., pertaining to the purchase and
sale of Sampson County Disposal, Inc.
3
2.4 Purchase Agreement dated as of May 26, 2000, among the
Registrant, BFI Waste Systems of North America, Inc., and
Allied Waste Industries, Inc., pertaining to the purchase and
sale of collection operations assets in Fayetteville, North
Carolina.
2.5 Purchase Agreement dated as of May 26, 2000, among
Browning-Ferris Industries of Tennessee, Inc., Allied
Services, LLC, the Registrant and Waste Industries of Georgia,
Inc., pertaining to the purchase and sale of collection
operations assets in Ooltewah, Tennessee, and Dalton, Georgia.
4
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.
WASTE INDUSTRIES, INC.
Date: June 12, 2000 /s/ Stephen C. Shaw
--------------------
Stephen C. Shaw,
Chief Financial Officer
(Principal Financial Officer)
5