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): May 23, 1996
MID-AMERICAN WASTE SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10727 31-1161917
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1006 Walnut Street, Canal Winchester, Ohio 43110
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (614) 833-9155
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On Thursday, May 23, 1996, Coopers & Lybrand
L.L.P., the Registrant's independent accountant, advised
the Registrant that it was resigning in its capacity as
the certifying accountant for the Registrant effective
immediately. The audit committee of the board of direc-
tors of the Registrant did not recommend or approve of
the resignation.
The report prepared by Coopers & Lybrand L.L.P.
on the financial statements of the Registrant for the
fiscal year ended December 31, 1995 was prepared on the
assumption that the Registrant would continue as a going
concern. The report stated that the Registrant experi-
enced a significant net operating loss in 1995, had a
negative working capital at December 31, 1995, and was in
default of certain credit agreements. The report also
expressed substantial doubt about the Registrant's abili-
ty to continue as a going concern.
The report prepared by Coopers & Lybrand L.L.P.
on the financial statements of the Registrant for the
fiscal year ended December 31, 1994 does not contain an
adverse opinion or a disclaimer of opinion. In addition,
the report was not qualified or modified with respect to
uncertainty, audit scope, or accounting principles.
Except as described below, during the
Registrant's two most recent fiscal years and through the
date of resignation, the Registrant did not have any
disagreements with Coopers & Lybrand L.L.P. on any matter
of accounting principles or practices, financial state-
ment disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of
Coopers & Lybrand L.L.P., would have caused Coopers &
Lybrand L.L.P. to make reference thereto in connection
with its reports.
In November 1995, Coopers & Lybrand L.L.P.
recommended to the audit committee that the Registrant's
management revise the Registrant's previously issued
earnings release for the third quarter of 1995 to include
the loss on the Registrant's operations in Jacksonville,
Florida in the third quarter rather than in the fourth
quarter. The audit committee accepted the recommendation
of Coopers & Lybrand L.L.P., and the earnings release for
the third quarter was revised to include the loss.
Coopers & Lybrand L.L.P. is authorized to respond fully
to any inquiries concerning this matter from the
Registrant's new certifying accountant.
As reported on the Registrant's Form 10-Q for
the quarterly period ended March 31, 1996, the
Registrant's management is in the process of evaluating
the carrying value of the Registrant's costs and the
adequacy of Registrant's accruals, the result of which
could require significant additional charges for asset
impairment, asset write-downs and additional accruals.
Coopers & Lybrand L.L.P. did not perform a pre-issuance
review for the quarterly period ended March 31, 1996.
During the Registrant's two most recent fiscal
years and through the date of resignation, there were no
reportable events within the meaning of Item 304(a)(1)(v)
of Regulation S-K of the Securities and Exchange Commis-
sion (the "Commission").
The Registrant has requested Coopers & Lybrand
L.L.P. to furnish a letter addressed to the Commission
stating whether it agrees with the above statements.
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.
Dated: May 31, 1996
MID-AMERICAN WASTE SYSTEMS, INC.
By:/s/ Gene A. Meredith
Gene A. Meredith
Chairman of the Board,
President, Secretary, and
Chief Executive Officer
