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
May 19, 1996
Date of Report
(Date of Earliest Event Reported)
Continental Waste Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22602 11-2909512
(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
67 Walnut Avenue, Suite 103
Clark, New Jersey 07066
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (908) 396-0018
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Item 5. Other Events.
On May 20, 1996, Continental Waste Industries, Inc. (the "Company")
announced its intention to merge with and into a newly-formed, wholly-owned
subsidiary of Republic Industries, Inc. 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 2/5ths of
a share of common stock, $0.01 par value per share, of Republic Industries (the
"Merger").
The proposed Merger, which Republic Industries expects to account for on a
pooling of interests basis, is subject to customary terms and conditions
including the negotiation and execution of a definitive agreement, due diligence
review by both parties, approval by the Company's shareholders, approval by the
boards of directors of both parties and various other customary closing
conditions, including regulatory approvals. Until the effective date of the
Merger, or termination of the letter of intent, the Company and the Management
Shareholders (as defined below) may not, among other things, solicit or initiate
discussions with any third party concerning any proposal for a merger, sale of
substantially all of the Company's assets or other like transactions. The
Company may, however, enter into negotiations in response to unsolicited
inquiries to the extent that the Company's board of directors believes, based on
the exercise of its good faith judgment and the advice of counsel, that the
failure to take such action would constitute a breach of the board's fiduciary
duties to the Company's stockholders.
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 (the "Management Shareholders"), who, in
the aggregate, own (directly or indirectly) approximately 25% 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.
Following the Merger, it is expected that the Company's senior management,
including Thomas A. Volini, the Company's Chief Operating Officer, and Carlos E.
Aguero, the Company's Chief Executive Officer, will join Republic's senior
management team.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
CONTINENTAL WASTE INDUSTRIES, INC.
(Registrant)
Dated: May 21, 1996 By: /s/ Michael J. Drury
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Michael J. Drury
Senior Vice President and
Chief Financial Officer
