UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Continental Waste Industries, Inc.
(Name of Issuer)
Common Stock, $0.0006 par value per share
(Title of Class of Securities)
212 15 T301
(CUSIP Number)
Carlos E. Aguero
67 Walnut Avenue
Suite 103
Clark, New Jersey 07066
(908) 396-0018
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 1996
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
Page 1 of 6 pages
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Page 2 of 6 pages
CUSIP NO. (212 15 T301)
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Thomas A. Volini, ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ x ]
(b) [ ]
3) SEC Use Only
4) Source of Funds: PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States
Number of Shares (7) Sole Voting Power 1,210,514, comprised of
942,992 shares of
common stock and
options and warrants to
purchase 267,522 shares
Beneficially Owned
by Each Reporting (8) Shared Voting Power 0
Person With
(9) Sole Dispositive Power 1,210,514 (including
options and warrants)
(10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,210,514
(including options and warrants).
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
N/A
13) Percent of Class Represented by Amount in Row (11): 8.03% (including
options and warrants).
14) Type of Reporting Person (See Instructions): IN
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Page 3 of 6 pages
CUSIP NO. (212 15 T301)
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Carlos E. Aguero, ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ x ]
(b) [ ]
3) SEC Use Only
4) Source of Funds: N/A
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States
Number of Shares (7) Sole Voting Power 0
Beneficially Owned
by Each Reporting (8) Shared Voting Power 1,205,343, comprised of
1,132,243 shares of
common stock and options
and warrants to purchase
73,100 shares (owned
jointly with spouse)
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,205,343 (including
options and warrants)
(owned jointly with
spouse)
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,205,343 (including options and warrants).
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [ ]
N/A
13) Percent of Class Represented by Amount in Row (11): 8.10% (including
options and warrants).
14) Type of Reporting Person (See Instructions): IN
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Page 4 of 6 pages
CUSIP NO. (212 15 T301)
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D is filed with respect to shares of
Common Stock, $0.0006 par value per share ("Common Stock") of Continental Waste
Industries, Inc. (the "Company"). There are no other changes from previously
filed information.
Item 2. Identity and Background.
No change from previously filed information
Item 3. Source and Amount of Funds and Other Consideration.
All invested amounts are from personal funds from Mr. Volini.
Item 4. Purpose of Transaction.
On June 27, 1996, the Company entered into a definitive agreement to
merge with and into a newly-formed, wholly-owned subsidiary of Republic
Industries, Inc. ("Republic"). Under the terms of the proposed merger, each
share of the Company's common stock, $0.0006 par value per share, outstanding on
the effective date of the merger will be converted into 4/5ths of a share of
common stock, $0.01 par value per share, of Republic (the "Merger").
The Merger, which Republic Industries expects to account for on a
pooling of interests basis, is subject to approval by the Company's shareholders
and various other customary closing conditions, including regulatory approvals.
The Company's three largest shareholders, Carlos E. Aguero, Thomas A.
Volini and First Analysis Corporation, as general partner of each of
Environmental Venture Fund Limited Partnership, Apex Investment Fund and the
Productivity Fund Limited Partnership, who, in the aggregate, own (directly or
indirectly) approximately 5% of the Company's outstanding common stock, have
agreed that at the time a definitive merger agreement is executed, they will
each deliver to Republic irrevocable proxies with respect to all of the shares
owned by them which will enable Republic to vote all of these shares in favor of
the Merger.
Item 5. Interest in Securities of the Issuer.
a. As of the Filing Date, Mr. Volini owned 942,992 shares and options and
warrants to purchase 267,522 shares, or 8.03% of the Company's Common Stock. The
percentage is computed assuming the exercise of all options and warrants held by
Mr. Volini but no exercise of options or warrants by any other person.
b. Mr. Volini has sole power to vote or dispose of all 942,992 shares and
options and warrants to purchase 267,522 shares of the Company's Common Stock.
c. On December 28, 1995, the Company effected a five-for-three split of its
issued and outstanding Common Stock. Each holder of shares on December 28, 1995
was issued additional shares as a result of this split, and was not required to
pay any additional consideration in connection with the issuance of these
shares. Mr. Volini received 369,399 shares of the Company's Common Stock in
connection with this split.
On May 12, 1995, Mr. Volini purchased 1,236 shares of the Company's Common
Stock at a price of $10.50 per share, for a total consideration of $12,978.
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Page 5 of 6 pages
CUSIP NO. (212 15 T301)
d. None.
e. Not applicable.
* * *
a. As of the Filing Date, Mr. Aguero owned 1,132,243 shares and options and
warrants to purchase 73,100 shares, or 8.10% of the Company's Common Stock. The
percentage is computed assuming the exercise of all options and warrants held by
Mr. Aguero but no exercise of options or warrants by any other person.
b. Mr. Aguero owns jointly with his spouse 1,132,243 shares and options and
warrants to purchase 73,100 shares of the Company's Common Stock.
c. On December 28, 1995, the Company effected a five-for-three split of its
issued and outstanding Common Stock. Each holder of shares on December 28, 1995
was issued additional shares as a result of this split, and was not required to
pay any additional consideration in connection with the issuance of these
shares. Mr. Aguero received 492,897 shares of the Company's Common Stock in
connection with this split.
On May 2, 1996, Mr. Aguero sold 100,000 shares of the Company's Common
Stock for $12.125 per share, for a total consideration of $1,212,500.
d. None.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See Item 4 for a description of the proxy to be granted by Messrs. Volini
and Aguero in connection with the Merger.
Item 7. Material to be Filed as Exhibits.
Exhibits
Exhibit A Agreement and Plan of Merger by and among Republic
Industries, Inc., RI/CW Merger Corp., Continental
Waste Industries, Inc. and Thomas A. Volini and
Carlos E. Aguero, dated June 27, 1996 (incorporated
by reference to Exhibit 2.1 to the Company's filing
on Form 8-K dated June 28, 1996).
Exhibit B Proxy to be granted by Messrs. Volini and Aguero in
connection with the Merger.(incorporated by reference
to Exhibit C to Exhibit 2.1 to the Company's filing
on Form 8-K dated June 28, 1996).
Exhibit C Power of Attorney from Thomas A. Volini regarding
filing and signing of Schedule 13D (incorporated by
reference to Exhibit E to Schedule 13D dated December
13, 1993).
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Page 6 of 6 pages
CUSIP NO. (212 15 T301)
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 9, 1996 /s/Carlos E. Aguero
--------------------
for himself and pursuant to
a power of attorney from
Thomas A. Volini
