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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 13, 1996
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Synagro Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-21054 76-0511324
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(Commission File Number) (IRS Employer Identification No.)
16000 Steubner Airline Road, Suite 420, Spring, Texas 77379
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 370-6700
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Please see the Registrant's recent press releases filed as Exhibits
28.1 and 28.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this report on Form 8-K:
99.1 Press Release dated December 31, 1996.
99.2 Press Release dated December 18, 1996.
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 thereunto duly authorized.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ DAN L. SHOOK
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Dan L. Shook,
Vice President and
Chief Financial Officer
December 18, 1996
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EXHIBITS
EXHIBIT NO.
99.1 -- Press Release dated December 13, 1996.
99.2 -- Press Release dated December 18, 1996.
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EXHIBIT 99.1
PRESS RELEASE
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Synagro Technologies, Inc. For immediate release:
16000 Stuebner Airline Road, Suite 420 December 13, 1996
Spring, Texas 77379 Contact: Daniel L. Shook
281/370-6700 281/370-6700
SYNAGRO TECHNOLOGIES, INC. ANNOUNCES
NEGOTIATIONS
Spring, TX December 13, 1996--Synagro Technologies, Inc. (NASDAQ Small
Cap: SYGR)
Synagro Technologies, Inc. said today it has begun talks with US
Liquids Inc. about a possible business combination in which Synagro would
acquire US Liquids in exchange for Synagro common stock. US Liquids is a
recently formed, privately held company which itself has just completed a
management led buyout of the nonhazardous oilfield waste unit of Sanifill,
Inc., now a subsidiary of USA Waste, Inc.
According to a Synagro spokesman, no agreement has been reached with US
Liquids. The transaction being discussed would call for US Liquids to be merged
with a Synagro subsidiary, with US Liquids shareholders to receive in the
merger an undetermined number of Synagro common shares.
Synagro cautioned that any agreement reached with US Liquids would be
subject to approval by Synagro's board, which is scheduled to meet on December
18. Synagro said that if a transaction materializes, it would not require
approval by Synagro's shareholders, and that no governmental approvals or
waiting periods would be applicable. Therefore, any agreement reached with US
Liquids and approved by the Synagro board could be consummated quickly.
Synagro did not release revenue or earnings information for US Liquids.
Synagro said only that any acquisition of US Liquids would be a highly
significant transaction for Synagro and could be expected to increase
substantially the number of outstanding Synagro shares.
On December 2, US Liquids signed an agreement with Sanifill to acquire
the assets of Sanifill's Campbell Wells division, which operates five landfarms
in Louisiana and Texas for the treatment of oilfield waste. Terms of that
transaction, which has now been concluded, were not disclosed. W. Gregory Orr,
who headed the Campbell Wells operation for Sanifill, is the president and a
principal shareholder of US Liquids.
Synagro Technologies, Inc. engages in the business of management of
organic liquids and residuals through beneficial reuse. The Company offers a
variety of services with respect to this business, including the
transportation, treatment, monitoring and land application of these treated
materials. The Company operates in the following states: Texas, California,
Arizona, Arkansas, Missouri, Mississippi, Louisiana, Georgia, Oklahoma,
Washington D.C., Virginia, Maryland and Tennessee.
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EXHIBIT 99.2
PRESS RELEASE
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Synagro Technologies, Inc. For immediate release:
16000 Stuebner Airline Road, Suite 420 December 18, 1996
Spring, Texas 77379 Contact: Daniel L. Shook
281/370-6700 281/370-6700
SYNAGRO ENDS MERGER TALKS
Spring, TX, December 18, 1996--Synagro Technologies, Inc. (NASDAQ Small
Cap:SYGR)
Synagro Technologies, Inc., which last week disclosed negotiations with
US Liquids Inc. for a potential business combination between them, today said
the merger talks have been called off. According to a Synagro spokesman,
purchase accounting issues associated with the transaction under consideration
played a major role in dampening both sides' interest in a deal.
