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 13, 1999
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CASELLA WASTE SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-911177 03-338873
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(Commission File Number) (IRS Employer Identification No.)
25 Greens Hill Lane, Rutland, Vermont 05701
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(Address of principal executive offices) (Zip Code)
(802) 775-0325
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On May 13, 1999, Casella Waste Systems, Inc. (the "Company") announced that
it had amended the terms of the Agreement and Plan of Merger with KTI, Inc., a
New Jersey corporation ("KTI"), and Rutland Acquisition Sub, Inc., a New Jersey
corporation and a direct, wholly-owned subsidiary of the Company ("Sub").
Pursuant to the amendment, the exchange ratio is reduced to 0.59 shares of the
Company's Class A common stock for each share of KTI common stock. The Company
also amended the terms of the stock option agreement with KTI.
The Company issued a press release dated May 13, 1999, describing the
amendment to the merger agreement.
The foregoing description is qualified in its entirety by reference to the
press release attached hereto as Exhibit 99.1, the amendment to the agreement
and plan of merger attached hereto as Exhibit 99.2 and the amendment to the
stock option agreement attached hereto as Exhibit 99.3.
(c) The following exhibits are incorporated herein by reference:
Exhibit
Number
99.1 Press Release dated May 13, 1999
99.2 Amendment No. 1 to Agreement and Plan of Merger
99.3 Amendment No. 1 to Stock Option Agreement
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.
Date: May 13, 1999 CASELLA WASTE SYSTEMS, INC.
(Registrant)
By: /s/ Jerry S. Cifor
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Jerry S. Cifor
Chief Financial Officer