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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 1, 1997
EASTERN ENVIRONMENTAL SERVICES, INC.
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(Exact name of issuer as specified in charter)
Delaware 0-16102 59-2840783
(State or Other Jurisdiction Commission (I.R.S. Employer
or Incorporation or File Number Identification
Organization) Number)
1000 CRAWFORD PLACE, MT. LAUREL, NEW JERSEY 08054
(Address of principal executive offices)
(609)235-6009
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
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On December 1, 1997, Eastern Environmental Services, Inc. (the
"Registrant") consummated the acquisition of Hamm's Sanitation, Inc. ("Hamm's")
and H.S.S., Inc. ("HSS") pursuant to the terms of a Merger Agreement dated
September 16, 1997, as amended November 7, 1997 and December 1, 1997, by and
among Ambrose Hamm, Lillian Hamm, Katherine Caristia, Keilley Strobeck,
individually and by her trustee, Ambrose Hamm, Keith Hamm, individually and by
his trustee, Ambrose Hamm, James Caristia and Leah Caristia (collectively, the
"Shareholders" or "Sellers"), the Registrant and two wholly-owned subsidiaries
of the Registrant, Eastern of Sussex County, Inc. ("Eastern SC") and Eastern
Recycling of Sussex County, Inc. ("Eastern Recycling").
Pursuant to the Merger Agreement, as amended, Eastern SC was merged
into Hamm's and Eastern Recycling was merged into HSS with all of the
outstanding common stock of the surviving corporations exchanged for
unregistered common stock of the Registrant resulting in the Shareholders
receiving 715,032 unregistered shares of the Registrant's common stock, $.01 par
value. The shares received included 4,599 shares representing an adjustment
resulting from long-term debt being less than $1,000,000 at December 1, 1997,
the date of Closing. The shares of the Registrant's common stock were valued at
$24 per share. No cash was paid to the Shareholders for the acquisition of the
shares of the Company. The acquisition is to be accounted for using the "pooling
of interests" method. The Registrant has agreed to register one-third of the
stock for resale under the Securities Act of 1933 by February 28, 1998, pursuant
to the terms of the Registration Rights included within the Merger Agreement at
Section 6.2 (Registration Rights).
At the date of closing the Merger Agreement, the Registrant assumed
approximately $890,000 of outstanding indebtedness of the Company.
The merger includes all of the assets and liabilities relating to the
operation of the Companies. The acquired assets were used by the Shareholders
in the solid waste collection, transfer, recycling and disposal business. The
Registrant intends to continue to use the acquired assets for these purposes.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
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In its Current Report on Form 8-K, filed on December 12, 1997, the
Registrant stated that the required financial statements of Hamm's and H.S.S.
would be filed within the time period required in accordance with applicable
regulations under
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the Securities and Exchange Act of 1934. However, after reviewing the financial
statements of Hamm's and H.S.S., 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: February 13, 1998 By: /s/ Gregory M. Krezmien
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Gregory M. Krezmien,
Chief Financial Officer and Treasurer
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FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "First Amendment") is made and entered into as of the 18th day
of November, 1997, by and among EASTERN ENVIRONMENTAL SERVICES, INC., a Delaware
corporation (the "Parent"), its Subsidiaries listed on the signature pages
hereto (the Parent and such Subsidiaries each a "Borrower" and, collectively,
the "Borrowers"), each Borrower having its principal place of business at 1000
Crawford Place, Mount Laurel, New Jersey 08054 and BANKBOSTON, N.A., a national
banking association having its principal place of business at 100 Federal
Street, Boston, Massachusetts 02110 ("BKB"), BANQUE PARIBAS, an agency of a bank
incorporated under the laws of France having an office at 1200 Smith, Suite
3100, Houston, TX 77002, UNION BANK OF CALIFORNIA, a bank organized under the
laws of California having its principal place of business at 445 South Figueroa
Street, Los Angeles, California 90071-1602, BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national banking association having an office at 231
South LaSalle Street, Chicago, Illinois 60697 ("B of A"), FLEET BANK, N.A., a
national banking association having an office at 1185 Avenue of the Americas,
New York, New York 10036, and SUMMIT BANK, a bank organized under the laws of
New Jersey having its principal place of business at 210 Main Street,
Hackensack, New Jersey 07602, and such banks or other financial institutions
which become a party thereto (each a "Bank," and, collectively, the "Banks"), B
of A as documentation agent, and BKB as agent for the Banks (the "Agent").
WHEREAS, the Borrowers, the Banks and the Agent have entered into an
Amended and Restated Revolving Credit Agreement dated as of October 27, 1997,
(as the same may be amended and in effect from time to time, the "Credit
Agreement") pursuant to which the Banks extended credit to the Borrowers on the
terms set forth therein;
WHEREAS, the Parent will indirectly acquire Pine Grove Landfill, Inc.
("Pine Landfill"), a Pennsylvania corporation;
WHEREAS, the Schuylkill County Industrial Development Authority has
issued its Variable Rate Demand Revenue Bonds (Pine Grove Landfill, Inc.
Project-1995 Series) (the "Bonds") under an Indenture of Trust dated as of
December 1, 1994 (the "Indenture"), between the Schuylkill County Industrial
Development Authority and Wilmington Trust Company, as trustee (the "Trustee"),
the proceeds of which Bonds have been loaned to Pine Landfill;
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WHEREAS, the Borrowers have requested that the Agent issue a direct-
pay letter of credit to support Pine Landfill's obligations to make payments on
the Bonds and other direct-pay letters of credit, and the Agent and the Banks
are willing to issue such letters of credit on the terms set forth below;
WHEREAS, the Banks and the Borrowers have agreed to amend the Credit
Agreement as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Capitalized terms used herein without definition
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have the meanings assigned to them in the Credit Agreement.
2. PINE LANDFILL DIRECT-PAY LETTER OF CREDIT. The Agent and the
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Banks agree to issue a direct-pay Letter of Credit substantially on the terms
set forth in the attached materials to support Pine Landfill's obligations to
make payments on the Bonds, provided that, in addition to the conditions set
forth in Sections 7.4.1 and 10 of the Credit Agreement, the following conditions
are met:
(a) The Borrowers agree that if an Event of Default has occurred
and is continuing under the Credit Agreement, the Agent is entitled to
give written notice of such Event of Default to the Trustee, requiring
the Trustee to declare an event of default under the Indenture and, as
a result, to declare all amounts outstanding in connection with the
Bonds due and payable, and the Borrowers shall be obligated to
reimburse the Banks for all amounts drawn by the Trustee under the
direct-pay letter of credit;
(b) The Borrowers shall deliver to the Agent certified copies of
the Bond Documents (as defined in the Indenture), as well as any
pledge agreement, preliminary official statement and official
statement referring to the Bonds, in form and substance satisfactory
to the Agent;
(c) The Borrowers shall deliver to the Agent a duly executed
bond pledge and security agreement, pledging all of the interests of
Pine Landfill in the Bonds to the Agent, and an opinion of counsel as
to the due authorization and enforceability of such pledge, in form
and substance satisfactory to the Agent;
(d) The Borrowers shall deliver to the Agent opinions of counsel
stating that the Bonds are the legal, valid and binding obligations of
the Schuylkill County Industrial Development Authority, and regarding
such other matters as the Banks may reasonably request, all in form
and substance satisfactory to the Agent; and
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(e) The Borrowers shall not permit, consent to, or enter into any
amendment of the Bond Documents (as defined in the Indenture), or any
pledge agreement, preliminary official statement and official statement
referring to the Bonds, or any other agreement related to the Bonds,
without the prior written consent of the Agent.
3. AMENDMENT TO (S)1.1 OF THE CREDIT AGREEMENT. The following definition
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appearing in (S)1.1 of the Credit Agreement is hereby deleted in its entirety
and the following substituted in place thereof:
"Letters of Credit. Standby or direct-pay Letters of Credit issued or
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to be issued by the Agent under (S)3 hereof for the account of the
Borrowers."
4. AMENDMENT TO (S)3.1 OF THE CREDIT AGREEMENT. Section 3.1 of the
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Credit Agreement is hereby amended to insert the words "or direct-pay"
immediately following the words "agrees to issue standby" appearing in the first
sentence of clause (a) thereof.
5. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
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Agreement, the other Loan Documents and all documents, instruments and
agreements related thereto are hereby ratified and confirmed in all respects and
shall continue in full force and effect. This First Amendment and the Credit
Agreement shall hereafter be read and construed together as a single document,
and all references in the Credit Agreement or any related agreement or
instrument to the Credit Agreement shall hereafter refer to the Credit Agreement
as amended by this First Amendment.
6. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW) AND SHALL TAKE
EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH LAWS.
7. COUNTERPARTS. This First Amendment may be executed in any number of
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counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument. Complete sets of counterparts shall be lodged with the Banks.
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8. EFFECTIVENESS. This First Amendment shall become effective upon the
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execution and delivery of this First Amendment by the respective parties hereto.
9. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
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AS AMENDED REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
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IN WITNESS WHEREOF, the undersigned have duly executed this First Amendment
under seal as of the date first set forth above.
THE BORROWERS:
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EASTERN ENVIRONMENTAL SERVICES, INC.
SUPER KWIK, INC.
PULAKSI GRADING, INC.
CAROLINA GRADING, INC.
S&S GRADING, INC.
ALLIED WASTE SERVICES, INC.
OLNEY SANITARY SYSTEM, INC.
EASTERN WASTE OF NEW YORK, INC.
R&A BENDER, INC.
BAYSIDE OF MARION, INC.
EASTERN WASTE OF L.I., INC.
EASTERN CONTAINER CORPORATION
APEX WASTE SERVICES, INC.
DONNO COMPANY, INC.
RESIDENTIAL SERVICES, INC.
SUFFOLK WASTE SYSTEMS, INC.
N.R.T. REALTY CORP.
EASTERN ENVIRONMENTAL SERVICES OF INDIANA, INC.
EASTERN ENVIRONMENTAL SERVICES OF FLORIDA, INC.
WASTE SERVICES OF SOUTH FLORIDA, INC.
WASTE-X SERVICES, INC.
PAPPY, INC.
HARFORD DISPOSAL, INC.
SOIL REMEDIATION OF PHILADELPHIA, INC.
EASTERN TRANSFER OF NEW YORK, INC.
By:________________________________
Title: Treasurer
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THE BANKS:
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BANQUE PARIBAS
By:________________________________
Title:_____________________________
By:________________________________
Title:_____________________________
UNION BANK OF CALIFORNIA
By:________________________________
Title:_____________________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
INDIVIDUALLY AND AS DOCUMENTATION AGENT
By:________________________________
Title:_____________________________
FLEET BANK, N.A.
By:________________________________
Title:_____________________________
SUMMIT BANK
By:________________________________
Title:_____________________________
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BANKBOSTON, N.A.,
INDIVIDUALLY AND AS AGENT
By:________________________________
Title:_____________________________
