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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Waste Connections, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
941053100
(CUSIP Number)
Carolyn S. Reiser, Esq.
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (10-97)
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CUSIP No. 941053100 Page 2 of 5 Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
James Ogilvie Stewart, Jr.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,541,380
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,541,380
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,541,380
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 941053100 Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Waste
Connections, Inc. (the "WCNX"). The principal executive office of WCNX is
located at 2260 Douglas Boulevard, Suite 280, Roseville, CA, 95661.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and
controlling persons, and the information regarding them, are as follows:
(a) James Ogilvie Stewart, Jr. ("Stewart").
(b) The business address of Stewart is 5309 El Paso Drive, El Paso,
TX, 79905.
(c) Stewart is a consultant. His business address is as set forth in
2(b) above.
(d) During the last five years, Stewart has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Stewart was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction,
such that, as a result of such proceeding, he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Stewart is a citizen of the United States of America.
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CUSIP No. 941053100 Page 4 of 5 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
Stewart 00 (1)
(1) Stewart received the Stock as partial consideration for the
acquisition by WCNX on September 3, 1999, of International Environmental
Industries, Inc., of which Stewart was the sole shareholder.
ITEM 4. PURPOSE OF TRANSACTION.
The sole purpose of the acquisition of the Stock reported herein is for
investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the person named in Item 2 of this
statement is as follows at the date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Stewart 2,541,380 12.3% 2,541,380 0 2,541,380 0
The person filing this statement has effected no transactions in the Stock
since July 3, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Stewart has entered into a Common Stock Agreement with WCNX, the form of
which is attached as Exhibit A hereto. That Agreement sets forth certain
agreements of the parties relating to registration of the Stock.
<PAGE>
CUSIP No. 941053100 Page 5 of 5 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Form of Common Stock Agreement.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify
that the information set forth in this statement is true, complete and
correct.
DATED: September 10, 1999
/s/ James Ogilvie Stewart, Jr.
_____________________________________
James Ogilvie Stewart, Jr.
EXHIBIT A
COMMON STOCK AGREEMENT
THIS COMMON STOCK AGREEMENT, dated as of ___________________, 1999 (this
"Agreement"), is entered into by and among Waste Connections, Inc., a
Delaware corporation ("WCI"), and J. O. Stewart, Jr. ("Holder").
R E C I T A L S:
Pursuant to an Acquisition Agreement dated as of August 11, 1999, among
WCI, Holder and others (the "Acquisition Agreement"), WCI proposes to issue
to Holder an aggregate of __________ Shares of WCI Common Stock (as defined
below). The parties hereto are entering into this Agreement in order to
set forth certain agreements of the parties relating to such securities.
Unless otherwise defined herein, capitalized terms used herein have the
respective meanings ascribed to them in the Acquisition Agreement.
Accordingly, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be bound hereby, the parties hereby agree as
follows:
1. Definitions. The following terms have the following meanings:
"Closing Date" shall have the meaning given in the Acquisition Agreement.
"Common Stock" shall mean the Common Stock, par value $0.01 per share, of
WCI.
"Shares" shall mean those shares of Common Stock that are to be issued to
Holder pursuant to the Acquisition Agreement.
"Registrable Securities" shall mean the Shares, provided, however, that any
such Share shall cease to be a Registrable Security if and when (A) such
Share shall have been disposed of pursuant to one or more effective
Registration Statements under the Securities Act, (B) such Share shall have
been sold under circumstances in which all of the applicable conditions of
Rule 145 (or any successor provision then in force) under the Securities
Act are satisfied, or (C) as otherwise provided in Section 9.7 of the
Acquisition Agreement.
"Registration Statements" shall mean the registration statements on Form S-
4 (No. 333-65615 and No. 333-83825), filed pursuant to the Securities Act
which relates to the sale of Common Stock, or any other registration
statement filed by WCI pursuant to the Securities Act which relates to the
sale of Common Stock and which includes the Registrable Securities.
"Securities Act" shall mean the Securities Act of 1933, as amended.
2. Registration Rights.
(a) Subject to compliance by Holder with Section 2(b), promptly and in any
event within thirty (30) days following the Effective Time, WCI shall file
such supplements and amendments to the Registration Statements as shall be
necessary to include in the Registration Statements all Registrable
Securities issued to Holder. WCI shall maintain such Registration
Statements effective for a period of two years after the Effective Time.
Such two-year period shall be extended by the aggregate number of days, if
any, during which use of the Registration Statement is suspended pursuant
to Section 2(e).
(b) Holder shall promptly provide WCI with such information as WCI shall
reasonably request in order to prepare the Registration Statements and
related prospectus.
(c) WCI shall bear all expenses in connection with the Registration
Statements (including, without limitation, fees and disbursements of any
counsel, accountants, financial experts or other advisors retained by WCI);
provided, however, that Holder shall be solely responsible for and bear (i)
all fees and disbursements of any counsel, accountants, financial experts
or other advisors retained by Holder, and (ii) any transfer taxes,
underwriting discounts, or commissions of any kind attributable to the sale
or transfer of the Registrable Securities included in the Registration
Statements.
(d) Holder may transfer the registration rights set forth in this Section 2
to a transferee or assignee that is organized as a trust or charitable
remainder trust and with respect to which Holder is a trustee, settlor or
lifetime beneficiary, and any Holder that is organized as a trust may
transfer the registration rights set forth in this Section 2 to a
transferee or assignee who is a beneficiary of such trust. In order for
any such transfer to be effective, Holder must provide to WCI written
notice of such transfer within 10 days following such transfer, which
notice shall state the name and address of the transferee and identify the
Registrable Securities with respect to which such rights have been
transferred. Except as permitted by this Section 2(d), none of the
registration rights set forth in this Section 2 may be transferred or
assigned, in whole or in part, and any such purported transfer shall be
null and void.
(e) WCI may suspend the use of any Registration Statements (by delivering
written notice of such suspension to Holder) if WCI in its sole discretion
determines that the Registration Statements or related prospectus or any
document incorporated or deemed to be incorporated therein by reference
does not comply with the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act or is untrue in any material
respect or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In the event of
any such suspension, Holder agrees not to dispose of any Registrable
Securities (except pursuant to Rule 145 under the Securities Act or in a
private placement exempt from registration under the Securities Act), until
such time as Holder is advised in writing by WCI that WCI has filed such
amendments and/or supplements relating to such Registration Statements as
is required in order to enable use of such Registration Statements and
related prospectus to resume. In the event that WCI suspends the use of
any Registration Statements pursuant to this Section 2(e), WCI shall
(subject to the following sentence) use commercially reasonably efforts to
promptly make such filings as will enable Holder to resume use of such
Registration Statements. Notwithstanding the foregoing, if WCI shall
furnish to Holder a certificate signed by the chief executive officer or
chief financial officer of WCI stating that in the good faith judgment of
such officer or WCI's Board of Directors it would be significantly
disadvantageous to WCI and its stockholders for any such Registration
Statements to be amended or supplemented because WCI would be required to
disclose in such Registration Statements, either directly or through
incorporation by reference, material nonpublic information that it would
not otherwise be obligated to disclose at such time, WCI may defer making
such filings for up to 60 days.
3. Indemnification.
(a) WCI shall indemnify and hold harmless Holder if he sold Registrable
Securities pursuant to a Registration Statement ("Seller Indemnifiable
Party") from and against any and all losses, claims, damages or liabilities
(or actions in respect thereof) to which Seller Indemnifiable Party may
become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement of any material
fact contained in any Registration Statements under which such Registrable
Securities were registered under the Securities Act, any preliminary
prospectus or final prospectus relating to such Registrable Securities, or
any amendment or supplement thereto or (ii) the omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading; and WCI shall reimburse Seller Indemnifiable Party for all
reasonable out-of-pocket costs (including reasonable out-of-pocket costs of
preparation and reasonable attorneys' fees) and other expenses reasonably
incurred by Seller Indemnifiable Party in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that WCI shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission in such Registration Statements, such preliminary prospectus, such
final prospectus or such amendment or supplement thereto (A) made in
reliance upon and in conformity with written information furnished to WCI
by Holder specifically and expressly for use in the preparation thereof; or
(B) if such untrue statement or alleged untrue statement, omission or
alleged omission is completely corrected in an amendment or supplement to
the prospectus and Seller Indemnifiable Party thereafter fails to deliver
such prospectus as so amended or supplemented prior to or concurrently with
the sale of the Registrable Securities to the person or entity asserting
such loss, claim, damage or liability after WCI has furnished Holder with
copies of the same.
(b) Holder agrees to indemnify and hold harmless WCI, its affiliates, each
person or entity which controls WCI within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and each director, officer and employee of
WCI, any of its affiliates or such controlling persons or entities (each of
the foregoing, a "Company Indemnifiable Party") from and against any
losses, claims, damages or liabilities, joint or several, to which any such
Company Indemnifiable Party may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement of any material fact contained in any Registration Statements
under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus relating to
such securities, or any amendment or supplement thereto, or arise out of or
are based upon the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, which untrue
statement or omission was made therein in reliance upon and in conformity
with written information furnished by Holder to WCI specifically for use in
connection with the preparation thereof which information was used in a
manner approved in writing by Holder, or (ii) any violation by Holder of
any rule or regulation under the Securities Act or other applicable laws
which is not caused in whole or in part by a violation of such rule or
regulation by WCI; and Holder shall reimburse each such Company
Indemnifiable Party for all reasonable out-of-pocket costs (including
reasonable out-of-pocket costs of preparation and reasonable attorneys'
fees) and other expenses reasonably incurred by such Company Indemnifiable
Party in connection with investigating or defending any such loss, claim,
damage, liability or action.
(c) Promptly after receipt by a Person entitled to indemnification under
this Section 3 (an "Indemnifiable Party") of notice of the commencement of
any action, claim or proceeding as to which indemnity may be sought
hereunder, such Indemnifiable Party shall, if a claim for indemnification
hereunder in respect thereof is to be made against any other party hereto
(an "Indemnifying Party"), give written notice to such Indemnifying Party
of the commencement of such action, claim or proceeding. In case any such
action, claim or proceeding is brought against an Indemnifiable Party, and
such Indemnifiable Party notifies an Indemnifying Party of the commencement
thereof, the Indemnifying Party shall be entitled (at its own expense) to
participate in and, to the extent that it may wish, jointly with any other
Indemnifying Party similarly notified, to assume the defense, with counsel
reasonably satisfactory to such Indemnifiable Party, of such action, claim
or proceeding. Any such Indemnifiable Party shall have the right to employ
separate counsel in any such action, claim or proceeding and to participate
in the defense thereof, but, if the Indemnifying Party has assumed the
defense thereof, the fees and expenses of such counsel shall be paid by the
Indemnifiable Party unless (i) the Indemnifying Party has agreed in writing
to pay such fees and expenses; (ii) the Indemnifying Party shall have
failed to promptly assume the defense of such action, claim or proceeding
and to employ counsel reasonably satisfactory to the Indemnifiable Party
within a reasonable time after notice of such action, claim or proceeding;
or (iii) the named parties to any such action, claim or proceeding
(including any impleaded parties) include both such Indemnifiable Party and
the Indemnifying Party or an affiliate of the Indemnifying Party, and such
Indemnifiable Party shall have been advised by counsel in writing that
there may be one or more legal defenses available to it which are different
from or additional to those available to the Indemnifying Party or such
affiliate and if the Indemnifiable Party and the Indemnifying Party or such
affiliate were to be represented by the same counsel, a conflict of
interest could arise for such counsel or such representation could
materially prejudice the prosecution of the defenses available to the
Indemnifiable Party; provided, however, that in no event shall the
Indemnifying Party be required to pay the fees and expenses of more than
one separate firm of attorneys for all such Indemnifiable Parties. The
Indemnifying Party shall not be liable for any settlement of any such
action, claim or proceeding effected without its written consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnifiable Party,
effect any settlement of any pending action, claim or proceeding in respect
of which any Indemnifiable Party is a party and is entitled to indemnity
hereunder, unless such settlement includes an unconditional release of such
Indemnifiable Party from all liability or claims that are subject to
indemnification hereunder.
4. Miscellaneous.
(a) This Agreement may not be amended, altered or modified except by
written instrument executed by all of the parties hereto.
(b) This Agreement and the Acquisition Agreement (including any documents
executed by the parties simultaneously herewith or pursuant thereto)
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and
understandings, written and oral, among the parties with respect to the
subject matter hereof.
(c) All notices and other communications hereunder shall be in writing and
shall be given in the manner and to the addresses provided in the
Acquisition Agreement (or at such other address for a party as shall be
specified by like notice).
(d) This Agreement shall be binding upon the parties hereto and their
respective heirs and successors and assigns. This Agreement shall inure to
the benefit of the parties hereto and (i) the successors and assigns of
WCI, (ii) each heir or beneficiary of Holder who acquires any Registrable
Securities upon the death of Holder or upon the distribution of Registrable
Securities from Holder that is a trust and (iii) any transferee of Holder
to whom any rights hereunder are transferred in accordance with Section
2(d) hereof. Nothing in this Agreement is intended or shall be construed
to confer upon any person or entity other than the parties hereto and their
respective successors and permitted assigns any right, remedy or claim
under or by reason of this Agreement or any part hereof.
(e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement, it being understood that all of the
parties need not sign the same counterpart.
(f) This Agreement, the legal relations between the parties and the
adjudication and the enforcement thereof, shall be governed by and
interpreted and construed in accordance with the substantive laws of the
State of California, without regard to applicable choice of law provisions
thereof. The parties hereto irrevocably waive, in any legal proceedings in
connection with this Agreement, any right to (i) a trial by jury and (ii)
assert claims for punitive or consequential damages.
In the event of any dispute or controversy between WCI on the one hand and
Holder on the other hand relating to the interpretation of this Agreement
or to the transactions contemplated hereby, the prevailing party shall be
entitled to recover from the other party reasonable attorneys' fees and
expenses incurred by the prevailing party, as awarded by the court. Such
award shall include post-judgment attorney's fees and costs.
The provisions of this Agreement are severable and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement.
[Signatures appear on following page.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Common Stock Agreement as of the date first written above.
WCI: WASTE CONNECTIONS, INC.
By: _______________________
Ronald J. Mittelstaedt
Chief Executive Officer & President
HOLDER:
_________________________
J. O. Stewart, Jr.
CSR\5119\027\1061981.01
