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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) June 26, 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 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 June 26, 1998, Eastern Environmental Services, Inc. (the "Registrant")
consummated the acquisition of Ulster County Sanitation, Inc., Ulster County
Rolloff, Inc., Art Sperl Disposal, L.L.C., Edgemere Development, Inc., and
Regional Recycling, Inc. (collectively, the "Ulster Companies") pursuant to the
terms of a Stock Purchase Agreement dated June 8, 1998 by and among the
shareholders of the Ulster Companies (collectively, the "Shareholders" or
"Sellers") and the Registrant. The description of the acquisition transaction
set forth herein is qualified in its entirety by the Stock Purchase Agreement
which is incorporated as Exhibit 10.1.
Pursuant to the Stock Purchase Agreement, the Registrant purchased all of
the outstanding common stock of the Ulster companies resulting in the
Shareholders receiving 361,911 registered shares of the Registrant's common
stock, $.01 par value. The shares of the Registrant's common stock were valued
at $27.125 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.
At the date of closing the Stock Purchase Agreement, the Registrant assumed
approximately $2,970,000 of outstanding indebtedness of the Company.
The transaction 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.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
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In its Current Report on Form 8-K, filed on July 13, 1998, the Registrant
stated that the required financial statements of the Ulster Companies would be
filed within the time period required in accordance with applicable regulations
under the Securities and Exchange Act of 1934. However, after reviewing the
financial statements of the Ulster Companies, 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.
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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: September 4, 1998 By: /s/ Gregory M. Krzemien
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Gregory M. Krzemien, Chief Financial
Officer
