<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
-------------------------
FORM 8-K/A
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 12, 1998
EASTERN ENVIRONMENTAL SERVICES, INC.
------------------------------------
(Exact name of issuer as specified in charter)
Delaware 0-16102 59-2840783
(State or Other Commission (I.R.S. Employer
Jurisdiction of File Number Identification
Incorporation) Number)
1000 Crawford Place, Mt. Laurel, New Jersey 08054
(Address of principal executive offices)
(609) 235-6009
(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
------------------------------------
On February 12, 1998, Eastern Environmental Services, Inc. (the
"Registration") consummated the acquisition of Kelly Run Sanitation, Inc.
("Kelly Run") pursuant to the terms of a Stock Purchase Agreement (the
"Agreement") dated November 19, 1997, as amended February 12, 1998. The
Agreement, between the Registrant and United Waste Systems, Inc. ("United Waste"
or "Seller") provided for the acquisition of all the outstanding shares of stock
of Kelly Run, a wholly owned subsidiary of United Waste. The Seller is not
affiliated with the Registrant nor with any of the Registrant's subsidiaries.
The description of the acquisition transaction set forth herein is qualified in
its entirety by reference to the Agreement and its subsequent amendment, which
are incorporated as Exhibits 10.1 and 10.2, respectively.
At closing under the Stock Purchase Agreement as amended, Registrant
purchased all of the outstanding stock of Kelly Run for consideration of 250,000
unregistered shares of the Registrant's common stock valued at $19.20 per share.
The acquisition is accounted for using the "purchase" method of accounting.
Kelly Run Sanitation, Inc. owns the assets and liabilities relating to the
Kelly Run Landfill, a 385 acre Subtitle D solid waste disposal facility located
in southwestern Pennsylvania. The acquired assets include landfill equipment,
permits and real estate used in the operation of the landfill. The Registrant
intends to continue to operate the business owned by Kelly Run Sanitation, Inc.
Substantially, all liabilities, including landfill closure and post-closure
liabilities, were assumed by the Registrant, except for the lability to close
the Phase II portion of the landfill and certain intercompany liabilities which
remain the responsibility of the Seller.
<PAGE>
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
-----------------------------------
In its Current Report on Form 8-K, filed on February 26, 1998, the
Registrant stated that the required financial statements of Kelly Run
Sanitation, Inc. would be filed within the time period required in accordance
with the applicable regulations under the Securities and Exchange Act of 1934.
However, after reviewing the financial statements of Kelly Run Sanitation, Inc.,
the Registrant has concluded that Securities and Exchange Act rules do not
require the filing of financial statements with respect to the acquired
companies. Accordingly, the Registrant is not filing financial statements
herewith.
Signature
---------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Eastern Environmental Services, Inc.
Date: April 27, 1998 By: /s/ Gregory M. Krzemien
--------------------------------
Gregory M. Krzemien
Financial Officer
