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) April 30, 1999
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-19674
(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 March 30, 1999, WCI Acquisition Corporation, a
Minnesota corporation that is a wholly owned subsidiary of Waste
Connections, Inc., a Delaware corporation ("WCI"), merged into
Ritter's Sanitary Service, Inc., a Minnesota corporation ("Ritters"). The
transaction was accounted for as a pooling-of-interests. The transaction was
not 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 of sell or otherwise dispose of
WCI's common stock acquired in the merger, the consolidated summary income
statement data of WCI are presented as follows for the one-month period and
the four-month period ended April 30, 1999:
(in thousands, except For the one month For the four months
per share data) ended April 30, 1999 ended April 30, 1999
Revenues $11,909 $42,792
Net income (loss) $ 1,051 $<3,311>
Basic and diluted
net income (loss)
per share $ 0.06 $ <0.19>
The income statement data for the one-month period and the four-month period
ended April 30, 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.
This is the first time that WCI has published a single month's results, and
WCI does not intend to continue publishing monthly results. 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: May 7, 1999 By /s/ Ronald J. Mittelstaedt
Ronald J. Mittelstaedt
President and Chief Executive
Officer
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