UNITED STATES
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) March 11, 1999
WASTE SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4203626
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
0-25998
(Commission File Number)
420 Bedford Street, Suite 300
Lexington, Massachusetts 02420
(Address of principal executive offices) (zip code)
(781) 862-3000 Phone
(781) 862-2929 Fax
(Registrant's telephone number, including area code)
This document contains a total of 3 pages.
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Item 2. Acquisition or Disposition of Assets.
On March 11, 1999, Waste Systems International, Inc., through its wholly owned
subsidiary WSI Pennsylvania Holdings, Inc. ("WSI" or the "Company") acquired
Community Refuse Service, Inc, which is based in Shippensburg, Pennsylvania
pursuant to the terms of a Stock Purchase Agreement dated March 11, 1999 by and
among Robert H. Grove, Esther L. Grove, Michael Grove, Timothy Grove, Joseph
Grove and Robin Vink (collectively the "Shareholders" or "Sellers") and the
Company. The description of the acquisition transaction set forth herein is
qualified it its entirety by the Stock Purchase Agreement.
Pursuant to the Stock Purchase Agreement, WSI purchased all of the outstanding
shares of the Community Refuse Service, Inc. for approximately $28.0 million in
cash and assumption of debt. The acquisition has been accounted for using the
purchase method of accounting.
The transaction includes all of the assets and liabilities relating to the
operation of Community Refuse Service, Inc. which were used by
the Shareholders in the solid waste disposal business.
In a related transaction, WSI, through its wholly owned subsidiary WSI
Pennsylvania Holdings, Inc., also acquired substantially all of the assets of
Cumberland Waste Services, Inc. The acquired assets were used by the
Shareholders in the solid waste collection and recycling business.
Item 7. Financial Statements and Pro Forma Financial Information and Exhibits.
A. Financial statements of business acquired.
It is impracticable to provide the required financial statements
of Community Refuse Service, Inc. and Cumberland Waste Service,
Inc. at the time of the filing of this report. The required
financial statements of Community Refuse Service, Inc. and
Cumberland Waste Service, Inc. will be filed within the time
period required in accordance with applicable regulations under
the Securities and Exchange Act of 1934.
B. Pro forma financial information.
It is impracticable to provide the required pro forma financial
information of Waste Systems International, Inc. at the time of
the filing of this report. The pro forma financial information
will be filed within the time period required in accordance with
applicable regulations under the Securities and Exchange Act of
1934.
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SIGNATURES
Pursuant to the requirements of Section 13 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.
WASTE SYSTEMS INTERNATIONAL, INC.
Date: March 25, 1999 By: /s/ Philip Strauss
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Philip Strauss
Chairman, Chief Executive
Officer and President
(Principal Executive Officer)
Date: March 25, 1999 By: /s/ Bob Rivkin
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Bob Rivkin
Executive Vice President -
Acquisitions, Chief
Financial Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
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