SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)September 3, 1998
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TransCor Waste Services, Inc.
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(Exact name of registrant as specified in its charter)
Florida 1-11822 65-0369288
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) (Identification No.)
1502 Second Avenue, East - Tampa, FL 33605
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(Address of principal executive offices)
Registrant s telephone number, including area code:(813) 248-3878
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(Former name or former address, if changed since last report.)<PAGE>
Item 2. Disposition of Assets
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On September 3, 1998, Kimmins Recycling Corp. ( KRC ), a
wholly-owned subsidiary of TransCor Waste Services, Inc.
( TransCor ), sold all of the outstanding shares of stock of KRC
to Eastern Environmental Services, Inc. ( EESI ) for a purchase
price of $57,799,356. This included $18,740,804 in cash plus a
number of shares of Eastern s common stock ( EESI stock ) having
a value of $17,000,000. This transaction was fully described in
TransCor s quarterly report on Form 10-Q for the quarter ended
June 30, 1998.
Item 7. Financial Statements and Exhibits
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(a) Financial statements
Not applicable.
(b) Pro-Forma Financial Information
Pro Forma Consolidated Financial Statement
Information as of June 30, 1998 and December 31,
1997.
On September 3, 1998, KRC, which comprised
TransCor s solid waste disposal business,
completed the sale of all its outstanding shares
of stock to EESI for a purchase price of
$57,799,356. TransCor received net cash of
$18,740,804 plus common stock of EESI of
$17,000,000. All outstanding debt of KRC was paid
by TransCor from sale proceeds. An escrow fund of
$265,000 was established for post closing items.
The Pro Forma Financial Information is not
necessarily indicative of what the financial
condition of KRC would have been had the
disposition been completed on the date assumed,
nor is such information necessarily indicative of
the future financial condition or results of
operations of TransCor.<PAGE>
The unaudited Pro Forma financial information
should be read in conjunction with the explanatory
notes thereto, and the consolidated financial
statements of TransCor for the six months ended
June 30, 1998, included in TransCor s quarterly
report on Form 10-Q, and the year ended December
31, 1997, included in TransCor s annual report on
Form 10-K, both of which were previously filed
with the commission.
The historical Statement of Income for the six
months ended June 30, 1998, included in KRC s June
30, 1998 quarterly report on Form 10-Q fully
reflect the results of operations and the
disposition of the solid waste disposal business
as a discontinued operation for the period
presented. The Pro Forma Balance Sheet
information at June 30, 1998, and the Pro Forma
Statement of Income information for the year ended
December 31, 1997 follows:<PAGE>
TransCor Waste Services, Inc.
Consolidated Pro-Forma Balance Sheet Information
Pro Forma
June 30, Pro Forma Balance
1998 Adjustments Sheet
(Unaudited) (Unaudited) (Unaudited)
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Current assets:
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Cash and cash equivalen
ts $4,272,946 $18,740,804 $23,013,750
Accounts receivable -
trade, net 1,544,473 1,544,473
Costs and estimated
earnings in excess of
billings on
uncompleted contracts 414,893 414,893
Deferred income taxes 720,410 (720,410) 0
Property held for sale 475,681 475,681
Other current assets 122,674 265,000 387,674
Due from affiliate -
current 6,703,363 (2,004,184) 4,699,179
Net assets of
discontinued solid
waste management
operations 4,696,613 (4,696,613) 0
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Total current assets 18,951,053 11,584,597 30,535,650
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TransCor Waste Services, Inc.
Consolidated Pro-Forma Balance Sheet Information
(continued)
Pro Forma
June 30, Pro Forma Balance
1998 Adjustments Sheet
(Unaudited) (Unaudited) (Unaudited)
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Investment in Eastern
Environmental common
stock --- 17,000,000 17,000,000
Property and equipment,
net 323,195 323,195
Due from affiliate 4,040,110 4,040,110
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Total Assets $23,314,358 $28,584,597 $51,898,955
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TransCor Waste Services, Inc.
Consolidated Pro-Forma Balance Sheet Information
Pro Forma
June 30, Pro Forma Balance
1998 Adjustments Sheet
(Unaudited) (Unaudited) (Unaudited)
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Current Liabilities:
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Accounts payable trade $1,097,844 $1,097,844
Income tax payable 2,052,855 13,412,460 15,465,315
Accrued expenses 1,163,972 939,890 2,103,862
Billing in excess of
costs and estimated
earnings on
uncompleted contracts 225,563 225,563
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Total current
liabilities 4,540,234 14,352,350 18,892,584
Long-term debt, net of
current maturities 2,003,258 2,003,258
Deferred income taxes 2,267,742 (2,267,742) 0
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Total liabilities 8,811,234 12,084,608 20,895,842
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TransCor Waste Services, Inc.
Consolidated Pro-Forma Balance Sheet Information
(continued)
Pro Forma
June 30, Pro Forma Balance
1998 Adjustments Sheet
(Unaudited) (Unaudited) (Unaudited)
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Current Liabilities:
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Stockholders equity:
Preferred stock, $.001
par value;1,000,000
shares authorized;
none issued and
outstanding --- --- ---
Capital stock, $.001 par
value; 10,000,000
shares authorized;
4,010,000 shares
issued and 4,000,000
shares outstanding 4,010 4,010
Capital in excess of par
value 12,193,547 12,193,547
Retained earnings
(deficit) 2,353,573 16,499,989 18,853,562
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14,551,130 16,499,989 31,051,119
Less treasury stock, at
cost (10,000 shares) (48,006) (48,006)
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Total stockholders
equity 14,503,124 16,499,989 31,003,113
Total liabilities and
stockholders equity $23,314,358 $28,584,597 $51,898,955
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TransCor Waste Services, Inc.
Consolidated Pro-Forma Statement of Income Information
Year Ended December 31, 1997
Historical Disposition Pro Forma
Financial of Business Income
Information Statement
Revenue $43,829,908 $32,593,948 $11,235,960
Outside services, at
cost 1,730,652 0 1,730,652
Net Revenue 42,099,256 32,593,948 9,505,308
Cost of Revenue earned 35,009,965 27,536,634 7,473,331
Selling, general, and
administrative
expenses 9,273,740 8,326,279 947,461
Operating income
(loss) (2,184,449) (3,268,965) 1,084,516
Interest expense
(income), net 1,137,965 1,408,763 (270,798)
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Income (loss) before
provision for income
taxes (3,322,414) (4,677,728) 1,355,314
Provision for income
taxes (benefit) (1,258,019) (1,735,075) 477,056
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Net income (loss) ($2,064,395) ($2,942,653) $878,258
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TransCor Waste Services, Inc.
Consolidated Pro-Forma Statement of Income Information
(continued)
Year Ended December 31, 1997
Historical Disposition Pro Forma
Financial of Business Income
Information Statement
Share data:
Basic income (loss)
per share (0.52) (0.74) 0.22
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Diluted income (loss)
per share (0.52) (0.74) 0.22
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Weighted average number
of shares outstanding
used in computations:
Basic 4,000,000 4,000,000 4,000,000
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Diluted 4,000,000 4,000,000 4,000,000
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TransCor Waste Services, Inc.
Explanatory Notes to Pro Forma Financial Information
(Unaudited)
The Pro Forma Balance Sheet Information assumed that the
transaction was completed on June 30, 1998 and reflects that
$15,064,842 of the proceeds received from the sale were utilized
to repay KRC s outstanding debt obligations secured by the assets
sold. The debt was included in net assets of discontinued
operations at June 30, 1998.
The reduction of the amount Due from affiliate - current
reflects the assumption by TransCor of KRC s amounts due to
affiliates.
The change to retained earnings reflects the gain on the sale net
of tax of approximately 39%.
The Pro Forma Statement of Income Information for the year ended
December 31, 1997 assumes that the disposal of the solid waste
business occurred on December 31, 1996, the end of the Company s
1996 fiscal year. The effective tax rate utilized in the
disposition of the segment was 39%.
(c) Exhibits
Exhibit 1 - Press Release dated July 23, 1998
(Previously filed)
Exhibit 2 - Stock Purchase Agreement dated July 17,
1998
(Previously filed)
Exhibit 3 - Press Release dated September 14, 1998
(Previously filed)
Exhibit 4 - Supplemental Agreement to Stock Purchase
Agreement dated August 3, 1998
(Previously filed)
SIGNATURES
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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 hereunto duly authorized.
TRANSCOR WASTE SERVICES, INC.
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Dated: November 2, 1998
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By: /s/ Joseph M. Williams
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Name: Joseph M. Williams
Title: President<PAGE>
