UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 16, 2005
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
COMMISSION FILE NO. 0-23981
94-3283464
(I.R.S. Employer Identification No.)
35 Iron Point Circle, Suite 200, Folsom, CA 95630
(Address of principal executive offices)
(916) 608-8200
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
At a meeting held on March 16, 2005, the Audit Committee of the Board of
Directors of Waste Connections, Inc. (the "Company") approved the dismissal of
the firm of Ernst & Young LLP ("E&Y") as the Company's independent registered
public accounting firm.
E&Y's report on the Company's consolidated financial statements for the
fiscal years ended December 31, 2003 and 2004, did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 2003 and 2004, and through March
16, 2005, there are no disagreements with E&Y on any matters of accounting
principle or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of E&Y, would have caused
E&Y to make reference to the matter in its reports. During the period described
in the preceding sentence, there were no "reportable events" (as defined in
Securities and Exchange Commission Regulation S-K, Item 304 (a) (1) (v)). The
Company has requested E&Y to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements.
A copy of E&Y's letter, dated March 22, 2005, is filed as Exhibit 16.1 to
this Form 8-K.
The Audit Committee recently concluded a proposal process for a new
independent public accounting firm, and at a meeting held on March 21, 2005, the
Audit Committee appointed PricewaterhouseCoopers LLP ("PWC") as the Company's
independent registered public accounting firm for 2005. During the Company's two
most recent fiscal years and through the date of this Report, the Company did
not consult with PWC in respect of the Company's consolidated financial
statements for the years ended December 31, 2003 and 2004, regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. As
required by Item 304(a)(2)(d) of SEC Regulation S-K, the Company has requested
PWC to review the disclosure required by the Regulation and has provided PWC an
opportunity to furnish the Company a letter addressed to the Securities and
Exchange Commission containing any new information, clarification of the
Company's expression of its views, or the respects in which it does not agree
with the Company's statements in response to Item 304(a). PWC has indicated that
it does not intend to provide such a letter.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter to the Securities and Exchange Commission from Ernst & Young
LLP.
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 CONNECTIONS, INC.
(Registrant)
BY: /s/ Worthing F. Jackman
Date: March 22, 2005 -----------------------
Worthing F. Jackman,
Chief Financial Officer
DATE: March 22, 2005
EXHIBIT INDEX
Item No. Description
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16.1 Letter to the Securities and Exchange Commission from Ernst & Young
LLP.