UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended April 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ............... to ...............
Commission file number 000-23211
CASELLA WASTE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 03-0338873
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25 Greens Hill Lane, Rutland, VT 05701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (802) 775-0325
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Class A common stock, $.01 per share par value
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
<PAGE>
The aggregate value of the voting stock held by non-affiliates of the
registrant, based on the last sale price of the registrant's Class A Common
Stock at the close of business on December 11, 1998 was $326,701,304.
There were 13,871,143 shares of Class A Common Stock, $.01 per share par value,
of the registrant outstanding as of December 11, 1998. There were 988,200 shares
of Class B Common Stock of the registrant outstanding as of December 11, 1998.
This Report on Form 10-K/A filed with the Securities and Exchange Commission by
Casella Waste Systems, Inc. is being filed to include Exhibit 23.2, Consent of
Independent Public Accountants.
<PAGE>
PART III
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 14(a)(3) Exhibits:
The following Exhibit is filed as part of this report under Item 14(c):
Exhibit No. Description
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23.2 Consent of Independent Public Accountants
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to the Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CASELLA WASTE SYSTEMS, INC.
By: /s/ John W. Casella
----------------------------------
John W. Casella
President, Chief Executive Officer
and Chairman of the Board of Directors
Date: December 18, 1998
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8:
File No. 333-43539 pertaining to the 1993 Incentive Stock Option Plan of Casella
Waste Systems, Inc., File No. 333-43537 pertaining to the 1994 Nonstatutory
Stock Option Plan of Casella Waste Systems, Inc., File No. 333-43541 pertaining
to the 1996 Stock Option Plan of Casella Waste Systems, Inc., File No. 333-43635
pertaining to the 1997 Stock Incentive Plan of Casella Waste Systems, Inc., File
No. 333-40267 pertaining to the 1997 Employee Stock Purchase Plan of Casella
Waste Systems, Inc. and File No. 333-43543 pertaining to the 1997 Non-Employee
Director Stock Option Plan of Casella Waste Systems, Inc.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Boston, Massachusetts
June 12, 1998
