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): September 23, 1999 --------------------------------------------------------------------------- CASELLA WASTE SYSTEMS, INC. ----------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware -------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-911177 03-338873 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 25 Greens Hill Lane, Rutland, Vermont 05701 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (802) 775-0325 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On September 23, 1999, Casella Waste Systems, Inc. ("Casella") announced that it had entered into a third amendment to the Agreement and Plan of Merger by and among Casella, KTI, Inc., a New Jersey corporation ("KTI"), and Rutland Acquisition Sub, Inc., a New Jersey corporation and a direct, wholly-owned subsidiary of Casella. Casella issued a press release dated September 23, 1999, describing, among other things, the third amendment to the Agreement and Plan of Merger. The press release is attached hereto as Exhibit 99.1 and the third amendment to the Agreement and Plan of Merger is attached hereto as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits. The following exhibits are incorporated herein by reference: Exhibit Number ------- 99.1 Press Release dated September 23, 1999 99.2 Amendment No. 3 to Agreement and Plan of Merger 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: September 29, 1999 CASELLA WASTE SYSTEMS, INC. (Registrant) By: /s/ John W. Casella --------------------------------- John W. Casella President, Chief Executive Officer and Chairman of the Board