TRANSACTION STATEMENT PURSUANT TO SECTION 13(e)
OF THE 1934 ACT AND RULE 13e-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. 1 ]
TransCor Waste Services, Inc.
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(Name of Issuer)
TransCor Waste Services, Inc.
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(Name of Person(s) Filing Statement)
Common Stock $.001 par value
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(Title of Class of Securities)
893629105
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(CUSIP Number of Class of Securities)
Francis M. Williams, TransCor Waste Services, Inc.,
1502 Second Ave. E., Tampa, FL 33605
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [X] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]<PAGE>
Calculation of Filing Fee
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Transaction 250,000 shares Amount of filing fee$125.00
valuation* @ $2.50 per share x .01 divided by 50
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $125.00
Form or Registration No.: Rule 13e-3 Transaction Statement
Filing Party: TransCor Waste Services, Inc.
Date Filed: July 17, 1998
Instruction. Eight copies of this statement, including all
exhibits, should be filed with the Commission.
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Amendment to Rule 13e-3 Transaction Statement
TransCor Waste Services, Inc., a Florida corporation
maintaining its principal executive office at 1502 Second Avenue
East, Tampa, Florida 33605 (the "Company") has determined that
Rule 13e-3, promulgated under Section 13(e) of the Securities
Exchange Act of 1934, as amended, no longer applies to
transactions contemplated by the Company. As such, the Company
is hereby making its final amendment to the Rule 13e-3
Transaction Statement which the Company filed with the Securities
and Exchange Commission (the "SEC") on July 17, 1998 (the "July
Transaction Statement").
The July Transaction Statement has not been reviewed by the
SEC and may not contain all of the information required pursuant
to Rule 13e-3. The Company will not proceed under Rule 13e-3 and
will make no further disclosures pursuant to Rule 13e-3.
Accordingly, no person should rely on the July Transaction
Statement as it may contain information that is no longer
accurate or that is incomplete.
After due 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.
Date: August 26, 1998 TRANSCOR WASTE SERVICES, INC.
By:/s/Joseph M. Williams
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Joseph M. William,
President<PAGE>
