UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 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):
September 9, 1997
WASTEMASTERS, INC.
(Exact name of registrant as specified in its charter)
Maryland 0-12914 52-1507818
(State or other (Commission (IRS Employer
jurisdiction of File No. Identification No.)
of incorporation)
PROMENADE II, SUITE 2545
1230 PEACHTREE STREET, ATLANTA, GEORGIA 30309
(Address of principal executive offices)(Zip Code)
(404) 881-5775
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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(a) Continental Investment Corporation, a publicly-traded corporation
engaged in the waste disposal business, purchased 4,500,000 shares of newly-
issued Common Stock and 5,000,000 shares of newly-issued Series A Preferred
Stock of WasteMasters, Inc. directly from WasteMasters, Inc. Such shares
comprise 12.9% of the total number of shares of WasteMasters Common Stock that
are currently outstanding and 100% of the total number of shares of
WasteMasters Series A Preferred Stock that are currently outstanding. Each
share of Preferred Stock is entitled to one vote on any matter on which
shareholders will vote, and is convertible into 5.1 shares of WasteMasters
Common Stock. If Continental were to fully convert the Series A Preferred into
Common Stock, Continental would then own approximately 49% of the total number
of shares of WasteMasters Common Stock that would then be outstanding. The
consideration paid to WasteMasters, Inc. for the WasteMasters Common Stock
and Preferred Stock was the issuance by Continental to WasteMasters of
300,000 shares of Continental Investment Corporation Common Stock, par value
$0.50 per share, valued for the purposes of this transaction at $23.50 per
share.
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(b) Continental Investment Corporation also purchased from
WasteMasters, Inc., 100% of the issued and outstanding shares of two
corporations which had been wholly-owned subsidiaries of WasteMasters, Inc.
Such corporations, Trantex, Inc. (which owns a landfill site in Kirksville,
Missouri) and WasteMasters of Georgia, Inc.(which owns a landfill site in
Walker County, Georgia) are now wholly-owned subsidiaries of Continental
Technologies Corporation of Georgia, which is itself a wholly-owned
subsidiary of Continental Investment Corporation. The consideration paid to
WasteMasters, Inc. for the Trantex, Inc. stock and the WasteMasters of
Georgia, Inc. stock was the issuance by Continental to WasteMasters of
100,000 shares of Continental Investment Corporation Common Stock, par value
$0.50 per share and an option to purchase up to 100,000 additional shares of
Continental Common Stock for a period of five (5) years at an exercise price
of $23.00 per share.
(c) In addition, a Warrant for the Purchase of Shares of WasteMasters
Common Stock was issued by WasteMasters, Inc. to Continental Investment
Corporation giving Continental the option, exercisable until August 29, 1999,
to acquire up to 100 million shares of WasteMasters Common Stock in exchange
for up to 1 million shares of Continental Common Stock.
(d) The 400,000 shares of Common Stock of Continental Investment
Corporation that are currently owned by WasteMasters, Inc. comprise
approximately 3.3% of the total number of shares of Continental Investment
Corporation Common Stock that are currently outstanding.
(e) In the event that Continental exercises in full its Warrant and
fully converts its WasteMasters Preferred Stock into WasteMasters Common
Stock, Continental would own approximately 81% of the then issued and
outstanding shares of Common Stock of WasteMasters on a fully diluted basis
and WasteMasters would own approximately 10.6% of the then issued and
outstanding shares of Continental on a fully diluted basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Any financial statements that may be required by this item will be
filed by amendment not later than 60 days from the date of filing of this
initial Form 8-K.
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.
September 24, 1997
WASTEMASTERS, INC.
By: /S/ R. Dale Sterritt, Jr.
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R. Dale Sterritt, Jr.
Chairman of the Board
