SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) JULY 6, 1998
GEOWASTE INCORPORATED
(Exact name of Registrant as specified in its charter)
DELAWARE 0-9278 36-2751684
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
100 WEST BAY STREET, SUITE 700, JACKSONVILLE, FLORIDA 32202
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (904) 353-5033
N/A
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
On July 6, 1998, GeoWaste Incorporated, a Delaware corporation (the
"Company"), and Superior Services, Inc., a Wisconsin corporation ("Superior"),
issued a joint press release announcing that the Company and Superior have
entered into an Agreement and Plan of Merger dated as of July 2, 1998.
A copy of the joint press release is attached hereto as Exhibit 99.1
and is hereby incorporated by reference in its entirety.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
(c) Exhibits.
99.1 Press release issued jointly by Superior Services, Inc. and
GeoWaste Incorporated on July 6, 1998.
<PAGE>
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 thereunto duly authorized.
GEOWASTE INCORPORATED
By: /s/ Amy C. MacF. Burbott
---------------------------
Name: Amy C. MacF. Burbott
Title: President and Chief
Executive Officer
Dated: July 8, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press release issued jointly by Superior Services, Inc. and
GeoWaste Incorporated on July 6, 1998.
Exhibit 99.1
SUPERIOR PRESS RELEASE
MILWAUKEE, Wis. and JACKSONVILLE, Fla. - (BUSINESS WIRE) -- July 6,
1998 -- Superior Services, Inc. (NASDAQ/NMS:SUPR) and GeoWaste Incorporated
(NASDAQ:GEOW) today announced that they have signed a definitive agreement
pursuant to which Superior will acquire GeoWaste in a stock for stock
transaction valued at approximately $56 million or $2.65 per GeoWaste share
based upon GeoWaste's current actual shares outstanding and Superior's closing
stock price on July 2, 1998. The transaction is structured as being tax free to
GeoWaste shareholders and will be accounted for as a pooling of interests. In
addition to customary closing conditions, the transaction is subject to GeoWaste
shareholder approval and is expected to close in October 1998.
GeoWaste is an integrated non-hazardous solid waste services company
with its principal assets in Southern Georgia and North-Central Florida and
estimated annualized revenues of approximately $24 million. The company has
landfill and collection operations in Valdosta, Georgia, and a transfer station
and collection operations in Ocala, Florida. In 1997, GeoWaste collected
approximately 180,000 tons of municipal solid waste and other non-hazardous
solid waste from over 39,700 residential, commercial and industrial customers.
Approximately 61% of the waste collected in 1997 was disposed of at the
company's Pecan Row Landfill in Georgia, which has over 5 million cubic yards of
capacity and currently accepts about 800 tons per day. The transfer facility in
Florida processed over 49,000 tons of municipal solid waste in 1997.
"The acquisition of GeoWaste gives us the critical mass we need to
make a significant entry into the high-growth area of Southern Georgia and
Northern Florida along Interstate 75. This is a natural extension of our strong
presence in Alabama and puts us in an excellent position to further expand our
business in the Southeast," said G.W. "Bill" Dietrich, president and chief
executive officer of Superior Services.
"We are aggressively pursuing additional growth opportunities in this
region. We recently acquired a construction and demolition landfill in Ocala,
Florida. In addition, we have already identified acquisition candidates having
close to $20 million of annualized revenue and held substantive discussions with
a number of these potential acquisition candidates which further expand the
GeoWaste business and increase landfill volumes. We have also developed plans to
immediately reduce costs and achieve additional operating synergies with our
existing business in that area," he said.
In addition to the GeoWaste acquisition, Dietrich said the company
completed acquisitions of businesses with estimated annualized revenues of
approximately $7 million in the second quarter of 1998, including a
fully-integrated waste services company in a new market in Western Pennsylvania
that further expands Superior's presence in the mid-Atlantic region. "We
previously announced plans to acquire businesses with revenues of $20-30 million
in the second quarter. Due to the time involved in obtaining regulatory
approvals and finalizing certain environmental issues, most of these
acquisitions will now occur during the third quarter," he said. "We do not
expect these delays in closing these transactions to adversely impact our second
quarter results."
"Including GeoWaste, we currently have definitive agreements and
signed non-binding letters of intent for acquisitions with estimated annual
revenues of approximately $90 million. Except for GeoWaste, most of these are
expected to close in the third quarter," Dietrich said. "The over $65 million in
additional acquisitions are a combination of collection and disposal businesses,
and more than two-thirds are in current or adjacent markets. Although there can
be no assurance that any of these transactions will be consummated as successful
acquisitions or on terms favorable to the company, this level of activity
reflects the strong momentum of our business development program," he said.
Dietrich also announced the company is negotiating with its commercial
bank partners a substantial increase in the size of its revolving credit
agreement to $250 million. "The additional financing will further enable us to
continue to carry out our long-term growth strategy," Dietrich said.
Superior Services, Inc. is an acquisition-oriented, fully-integrated
solid waste services company providing solid waste collection, transfer,
recycling and disposal services to more than 530,000 residential, commercial and
industrial customers in 11 states. Since its original consolidation of 22
businesses in 1993, the company has acquired more than 70 businesses to build
its network of 21 company-owned or operated solid waste landfills, 41 solid
waste collection operations, 13 transfer stations and 15 recycling facilities.
Certain matters discussed in this press release are 'forward-looking
statements" intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as the company "believes," "anticipates,"
"expects", "intends," or words of similar import. Similarly, statements that
describe the company's future plans, objectives or goals are also
forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties set forth under the caption "Risk Factors" in
the company's Form S-4 Registration Statement (No. 333-48887) filed with the
Securities and Exchange Commission on March 30, 1998, which could cause actual
results to differ materially from those currently anticipated. Shareholders,
potential investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements and are cautioned not to
place undue reliance on such forward-looking statements. 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 to reflect subsequent events or circumstances.
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Superior Services news releases are available on-line 24 hours a day
at:
http://www.businesswire.com/cnn/supr.htm
--30--blm/cgo*
CONTACT: Superior Services, Inc.
George K. Farr, 414/479-7834
or
GeoWaste Incorporated
Amy C. MacF. Burbott, 904/353-5033
