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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14Aa-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
CAPITAL ENVIRONMENTAL RESOURCE INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
DEFINITIVE ADDITIONAL MATERIALS FILED PURSUANT TO SECTION 14(A)
OF THE
SECURITIES AND EXCHANGE ACT OF 1934
CAPITAL ENVIRONMENTAL RESOURCE INC.
FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 333-77633
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ITEM 6
Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended,
Capital Environmental Resource Inc. files the following definitive additional
materials to its proxy statement dated April 28, 2000 and mailed May 5, 2000, a
copy of which has been sent to stockholders as of the date hereof:
[Letterhead of Capital Environmental Resource Inc.]
May 26, 2000
Dear Stockholder:
We are sending this letter to you to advise you of recent changes in the
beneficial ownership of our common stock and to supplement our proxy statement
dated May 5, 2000. Based on a United States Securities and Exchange Commission,
or SEC, filing made by Don A. Sanders on May 10, 2000, we have learned that Mr.
Sanders, the Chairman of the Executive Committee of Sanders Morris Harris Inc.,
beneficially owns 495,984 shares of our common stock. Also, according to an SEC
filing made by Goldman Sachs Asset Management on January 10, 2000, Goldman Sachs
Asset Management beneficially owns 956,500 shares of our common stock.
In addition, due to an inadvertent error in our proxy statement, we
underreported the total number of shares beneficially owned by Tony Busseri, our
CEO and Chairman of the Board of Directors, and Allard Loopstra, our Chief
Operating Officer. Mr. Busseri beneficially owns 206,320 shares of our common
stock, not 84,446 shares as reported in our proxy statement. Mr. Loopstra
beneficially owns 67,388 shares of our common stock, not 55,388 shares as
reported in our proxy statement
The following chart sets forth the beneficial ownership of our common stock
under SEC rules as of May 10, 2000 and should replace the chart set forth on
page 17 of our proxy statement:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF SHARES
NAME AND ADDRESS NUMBER PERCENT
<S> <C> <C>
Goldman Sachs Asset Management (1)
1 New York Plaza
New York, New York 10004 956,500 13.29%
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Environmental Opportunities Fund II
c/o Sanders Morris Harris
126 East 56th Street, 24th Floor.
New York, New York 10022 722,443 10.04%
Environmental Opportunities Fund L.P.
c/o Sanders Morris Harris
126 East 56th Street, 24th Floor
New York, New York 10022 563,036 7.82%
Don A. Sanders (2)
126 East 56th Street, 24th Floor
New York, New York 10022 495,984 6.89%
Tony Busseri, Chief Executive Officer and
Chairman of the Board of Directors(3) 206,320 2.83%
Kenneth Ch'uan-k'ai Leung, Director 70,619 *
Allard Loopstra, Chief Operating Officer
and Director 67,388 *
George Boothe, President 27,694 *
David C. Langille, Chief Financial Officer and
Director - *
Dennis Nolan, Executive Vice President, Secretary
and General Counsel - *
Bruce Cummings, Director - *
David Lowenstein, Director - *
Directors and Officers as a group (eight
persons) 372,021 5.00%
</TABLE>
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* Less than one percent (1%).
(1) Based on a Schedule 13G filed on January 10, 2000.
(2) Based on a Schedule 13D filed on May 10, 2000. Includes 222,010 owned by
clients of Mr. Sanders and shares as to which Mr. Sanders has shared
dispositive power, and 16,438 shares owned by Mr. Sanders' spouse.
(3) Includes 121,854 shares held by 1220764 Ontario Inc., which is wholly-owned
by Mr. Busseri, and 84,466 options to acquire common stock currently
exercisable or exercisable within 60 days of May 10, 2000.
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We are pleased to be able to provide you with this updated information about the
ownership of our common stock. We look forward to seeing you at our annual and
special meeting of stockholders on June 6, 2000 at the Royal York Hotel, 100
Front Street West, Toronto, Ontario at 10:00 a.m. If you have any questions
about this information, please contact Dennis Nolan, our Secretary and General
Counsel, at (905) 319-6054.
Thank you for your continued support of Capital Environmental.
Very truly yours,
/s/ Tony Busseri
Chief Executive Officer and
Chairman of the Board of Directors
