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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) April 20, 1998
EASTERN ENVIRONMENTAL SERVICES, INC.
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(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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On March 25, 1998, Eastern Environmental Services, Inc. (the "Registrant")
entered into an Agreement for the Sale and Purchase of Stock of Atlantic Waste
Disposal, Inc. (the "Atlantic Disposal Stock Purchase Agreement") between the
Registrant, Atlantic Waste Disposal, Inc. ("Atlantic Disposal"), its wholly
owned subsidiaries: Atlantic Transportation Services, Inc., Atlantic Collection,
Inc. and Resource Products, Inc.; and Brambles Waste Services, Inc. (the
"Seller"), to acquire all of the outstanding shares of stock of Atlantic
Disposal. At the execution of the Atlantic Disposal Stock Purchase Agreement,
Atlantic Disposal was a wholly owned subsidiary of Brambles Waste Services, Inc.
Simultaneously with the execution of the Atlantic Waste Disposal Stock Purchase
Agreement, the Registrant entered into an Agreement for the Sale and Purchase of
Stock of Atlantic of New York, Inc. (the "Atlantic New York Stock Purchase
Agreement") between the Registrant, Atlantic Disposal and Brambles Waste
Services, Inc. (the "Seller"), to acquire all of the outstanding stock of
Atlantic of New York, Inc. from Brambles Waste Services, Inc. The Seller is not
affiliated with the Registrant nor with any of the Registrant's subsidiaries.
On June 29, 1998, the parties executed an amendment to the Atlantic Disposal
Stock Purchase Agreement ("Amendment"). The description of the acquisition
transactions set forth herein are qualified in their entirety by reference to
the Agreements which are incorporated by reference as Exhibits 10.1 and 10.2 and
the Amendment which is filed herewith as Exhibit 10.3.
On April 20, 1998 the Seller delivered to the Registrant the schedules
required to be delivered under the Atlantic Disposal Stock Purchase Agreement
and the Atlantic New York Stock Purchase Agreement ("Schedules"). Once the
Registrant reviewed the Schedules, the Registrant determined that the
acquisitions were probable within the meaning of the applicable rules and
regulations of the Securities and Exchange Commission. Closing of the purchase
was subject to finalization of a review by the U.S. Department of Justice and
the Federal Trade Commission under the Hart Scott Rodino Antitrust Improvements
Act of 1976 as well as other governmental approvals and certain third party
consents. The acquisition was also subject to the waiver or expiration of a 90-
day right of first refusal held by a third party.
Closing under the Atlantic Disposal Stock Purchase Agreement and the
Atlantic New York Stock Purchase Agreement took place on July 23, 1998. At the
closings, the Registrant purchased all of the outstanding stock of Atlantic
Waste Disposal, Inc. and Atlantic New York, Inc. for total consideration of
approximately $91 million funded from borrowings under the Registrant's
revolving credit facility and available working capital. The acquisition will
be accounted for using the "purchase" method of accounting.
Atlantic Disposal owns the assets and liabilities relating to the operation of a
Subtitle D municipal solid waste disposal facility currently operating on 48
acres of a 1,315 acre property owned by Atlantic Disposal in Southeastern
Virginia. Atlantic of New York, Inc. owns and operates a fully permitted and
rail served putrescible solid waste transfer station in Brooklyn, New York. The
acquired assets include trucks, containers, landfill equipment, permits and real
estate used in the operation of the landfill, hauling and transfer station
operations. The Registrant intends to continue to operate the business owned by
Atlantic Disposal and Atlantic New York. Substantially, all liabilities,
including landfill closure and post-closure liabilities, are to be assumed by
the Registrant after closing, except for intercompany, income tax related
liabilities, and certain contingent liabilities.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
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(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The required financial statements of Atlantic Waste Disposal, Inc. were
filed in previous filings of this Form 8-K/A within the time period
required in accordance with applicable regulations under the Securities
and Exchange Act of 1934.
(B) PRO FORMA FINANCIAL INFORMATION
The required pro forma information was filed in previous filings of this
Form 8-K/A within the time period required in accordance with applicable
regulations under the Securities and Exchange Act of 1934.
(C) EXHIBITS
*10.1 Agreement for the Sale and Purchase of Stock of Atlantic Waste Disposal,
Inc. dated March 25, 1998, by and among Atlantic Waste Disposal, Inc.,
Brambles Waste Services, Inc., Atlantic Transportation Services, Inc.,
Atlantic Collection, Inc., Resource Products, Inc. and the Registrant.
*10.2 Agreement for the Sale and Purchase of Stock of Atlantic New York, Inc.
dated March 25, 1998, by and among Atlantic Waste Disposal, Inc.,
Brambles Waste Services, Inc., Atlantic New York, Inc. and the
Registrant.
*23.1 Consent of Deloitte & Touche LLP
10.3 Amendment dated June 29, 1998 to the Agreement for the Sale and Purchase
of Stock of Atlantic Waste Disposal, Inc. and the Agreement for the Sale
and Purchase of Atlantic New York, Inc.
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* Incorporated by reference
SIGNATURE
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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: August 7, 1998 By: /s/ Gregory M. Krzemien
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Gregory M. Krzemien, Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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10.3 Amendment dated June 29, 1998 to the Agreement for the Sale and Purchase of
Stock of Atlantic Waste Disposal, Inc. and the Agreement for the Sale and
Purchase of Atlantic New York, Inc.
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EXHIBIT 10.3
EASTERN ENVIRONMENTAL SERVICES, INC.
1000 Crawford Place, Suite 400
Mount Laurel, New Jersey 08054
Brambles Waste Services, Inc.
c/o Brambles USA, Inc.
The Wrigley Building
400 North Michigan Avenue
Suite 610
Chicago, Illinois 60611
Attention: Michael Phelan
Re: Amendment of: (i) Agreement for the Sale and Purchase of Stock of
Atlantic Waste Disposal, Inc., dated as of March 25, 1998, among Brambles
Waste Services, Inc., Eastern Environmental Services, Inc. and others (the
"Atlantic Waste Agreement"); (ii) Agreement for the Sale and Purchase of
Atlantic New York, Inc., dated as of March 25, 1998, among Brambles Waste
Services, Inc., Eastern Environmental Services, Inc. and others (the "New
York Agreement").
Gentlemen:
This letter agreement amends the Atlantic Waste Agreement and the New York
Agreement (collectively, the "Agreements") to the extent, but only to the
extent, set forth below. All capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to them in the Atlantic Waste
Agreement.
(1) In consideration of the Sellers' agreement to make payment to the
County of Sussex, Virginia to obtain the County's consent to the transactions
contemplated by the Atlantic Waste Agreement on the terms set forth in the Third
Amendment to Contract and Ground Lease Agreement between the County and Atlantic
Waste Disposal, the purchase price act forth in the second line of Section 1.5
of the Atlantic Waste Agreement shall be $85,950,000 and not $80,600,000.
(2) New Section 5.2 shall be added to the Atlantic Waste Agreement, which
shall read in their entirety as follows:
Section 5.2 Certain Letters of Credit. Brambles USA is the account party
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on certain letters of credit maintained for the benefit of Atlantic Waste. These
letters of credit shall remain in place at the Closing. Purchaser shall replace
the letters of credit within 90 days of the Closing. Purchaser shall indemnify
and hold harmless Brambles USA against any draw on the letters of credit that
may be made following the Closing.
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(3) Section 8.2(a) of each of the Agreements shall be amended to add an
additional clause (vi) to the first sentence thereof. This additional clause
shall read in its entirety as follows:
; and (iii) against any liability or claim asserted by a third party against
Sellers or Brambles USA for liabilities fully reflected or reserved against in
the Most Recent Financial Statements, liabilities incurred in the ordinary
course of the Business after the date of the Most Recent Financial Statements
and through the Closing Date, and liabilities reflected on a Schedule to this
Agreement or arising from the operations by Purchaser of the Business after the
Closing. Notwithstanding the foregoing the indemnity act forth in this Section
8.2(a)(iii) shall not apply to any Excluded Liability or to the extent that any
claims arise from breaches by the Sellers of their representations, warranties,
or covenants.
Except as specifically amended hereby, the Agreements shall remain in full
force and effect.
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Please indicate your agreement with the terms of this letter and your
intention to be legally bound hereby, by executing this letter where indicated
below.
Very truly yours,
EASTERN ENVIRONMENTAL SERVICES, INC.
By: /s/ Robert M. Kramer
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Executive Vice President
ACCEPTED AND AGREED:
ATLANTIC WASTE DISPOSAL, INC. (and
on behalf of each Subsidiary)
By: /s/ David J. Webster
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Vice President
Dated: June 29, 1998
BRAMBLES WASTE SERVICES, INC.
By: /s/ David J. Webster
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Dated: June 29, 1998
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