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) July 31, 1999
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-23981
(Commission File Number)
94-3283464
(IRS Employer Identification No.)
2260 Douglas Boulevard, Suite 280, Roseville, California 95661
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (916) 772-2221
Not Applicable
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On June 25, 1999, WCI Acquisition Corporation I and WCI
Acquisition Corporation II, two Nebraska corporations that are wholly owned
subsidiaries of Waste Connections, Inc., a Delaware corporation ("WCI"),
merged with and into, respectively, Central Waste Disposal, Inc. and Cen San,
Inc., two Nebraska corporations.
On June 30, 1999, WCI Acquisition Corporation III, a Nebraska
corporation that is a wholly owned subsidiary of WCI, merged with and into
Omega Systems, Inc., a Nebraska corporation.
On June 30, 1999, WCI Acquisition Corporation IV, a Nebraska
corporation that is a wholly owned subsidiary of WCI, merged with and into G&P
Development, Inc., a Nebraska corporation.
On June 30, 1999, WCI Acquisition Corporation V and WCI
Acquisition Corporation VI, two Nebraska corporations that are wholly owned
subsidiaries of WCI, merged with and into, respectively, The Garbage Company
and Nebraska Ecology Systems, Inc., two Nebraska corporations.
Each of these transactions was accounted for as a pooling-of-
interests. None of these transactions was an acquisition of a significant
amount of assets that would be reportable under Item 2 of Form 8-K. Rather,
WCI is voluntarily reporting herein certain financial results covering at
least 30 days of post-acquisition combined operations because of rules
pertaining to pooling-of-interests accounting under Securities and Exchange
Commission Accounting Series Release 135 ("Release 135").
One criteria for pooling-of-interests accounting is that the
parties to the business combination must share in the combined risks and
rights of the transaction. Release 135 provides that the required risk sharing
will have occurred if no affiliate of either party to the merger transaction
sells or otherwise disposes of any common stock received in the transaction
until financial results covering at least 30 days of post-merger combined
operations have been published. To satisfy this risk sharing requirement,
and thereby allow affiliates of either party to sell or otherwise dispose of
WCI's common stock acquired in each of the mergers described above, the
consolidated summary income statement data of WCI are presented as follows for
the one-month period and the seven-month period ended July 31, 1999:
(in thousands, except For the one month For the seven months
per share data) ended July 31, 1999 ended July 31, 1999
Revenues $15,042 $87,855
Net income $ 1,489 $ 327
Basic and diluted
net income
per share $0.08 $0.02
The income statement data for the one-month period and the seven-
month period ended July 31, 1999 are derived from WCI's unaudited consolidated
financial statements.
WCI is publishing 30 days of post-merger financial results for the
combined company because of rules pertaining to pooling-of-interests
accounting. WCI does not intend to publish monthly results on a regular basis.
Management cautions that fluctuations in monthly results are not necessarily
the same as the trends that would be evident in quarterly reporting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
WASTE CONNECTIONS, INC.
(Registrant)
Date: August 31, 1999 By /s/ Ronald J. Mittelstaedt
Ronald J. Mittelstaedt
President and Chief Executive
Officer
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