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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
CASELLA WASTE SYSTEMS, INC.
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(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
14744810
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(CUSIP Number)
Edward Lafferty With a copy to:
Berkshire Partners LLC David C. Chapin, Esq.
One Boston Place Ropes & Gray
33rd Floor One International Place
Boston, Massachusetts 02108 Boston, Massachusetts 02110
(617) 316-6027 (617) 951-7371
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 14744810 SCHEDULE 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund V, Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 3,425,357
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,425,357
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,425,357
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.07%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 14744810 SCHEDULE 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 342,500
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 342,500
WITH --------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.31%
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14. TYPE OF REPORTING PERSON
PN
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Item 1. SECURITY ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the Class A Common Stock, par value $0.01 per
share (the "Common Stock"), of Casella Waste Systems, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 25 Greens Hill Lane, Rutland, Vermont 05701.
Item 2. IDENTITY AND BACKGROUND.
(a) NAME
This Statement is being filed jointly by the following (each a
"Reporting Person" and collectively "Reporting Persons"): (1) Berkshire Fund V,
Limited Partnership, a Massachusetts limited partnership ("Fund V") and (2)
Berkshire Investors LLC, a Massachusetts limited liability company ("Berkshire
Investors").
Fifth Berkshire Associates LLC, a Massachusetts limited liability
company ("Fifth Berkshire") is the General Partner of Fund V. The managing
members of Fifth Berkshire are: Bradley M. Bloom, J. Christopher Clifford, Kevin
T. Callaghan, Richard K. Lubin, Carl Ferenbach, Garth H. Greimann, Jane
Brock-Wilson, David R. Peeler, Robert J. Small, and Ross M. Jones (the
"Berkshire Principals").
The Reporting Persons often make acquisitions in, and dispose of,
securities of an issuer on the same terms and conditions and at the same time.
Based on the foregoing and the relationships described herein, the Reporting
Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934 (the "Exchange Act"). The filing of this
statement shall not be construed as an admission that the Reporting Persons are
a group, or have agreed to act as a group.
(b) PRINCIPAL BUSINESS
The principal business of each of Fund V and Berkshire Investors, is to
make investments in, buy, sell, hold, pledge, assign and otherwise deal in
securities. The principal business of Fifth Berkshire is to act as general
partner of Fund V. The principal occupations of each of the Berkshire Principals
is Managing Director of Berkshire Partners LLC, a Massachusetts limited
liability company ("Berkshire Partners"). The principal business of Berkshire
Partners is to make investments in, buy, sell, hold, pledge, assign and
otherwise deal in securities.
(c) PRINCIPAL ADDRESS
The following address is the business address of each of the Berkshire
Principals and the address of the principal executive offices and principal
business of the Reporting Persons, Fifth Berkshire and Berkshire Partners: One
Boston Place, 33rd Floor, Boston, Massachusetts 02108 (in the case of the
Berkshire Principals, c/o Berkshire Partners).
(d and e) NO CONVICTIONS OR PROCEEDINGS.
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During the last five years, none of the Reporting Persons, Fifth
Berkshire, Berkshire Principals or Berkshire Partners, nor any of their
executive officers, directors, or partners, as applicable: (i) has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his being subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) CITIZENSHIP
Each of the Reporting Persons, Fifth Berkshire and Berkshire Partners
is organized under the laws of the Commonwealth of Massachusetts. Each of the
Berkshire Principals is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 11, 2000, pursuant to the terms of the Preferred Stock
Purchase Agreement, dated as of June 28, 2000 (the "Preferred Stock Purchase
Agreement"), by and among the Berkshire Fund V Investment Corp., Berkshire
Investors and certain other persons (collectively, the "Purchasers") and the
Issuer, (i) Fund V purchased 47,955 shares of Series A Convertible Preferred
Stock (the "Series A Preferred Stock"), currently convertible into 3,425,357
shares of Common Stock, for $47,955,000; (ii) Berkshire Investors purchased
4,795 shares of Series A Preferred Stock, currently convertible into 342,500
shares of Common Stock, for $4,795,000; and (iii) the other Purchasers purchased
3,000 shares of Series A Preferred Stock in the aggregate, currently convertible
into 214,286 shares of Common Stock, for an aggregate purchase price of
$3,000,000. Berkshire Fund V Investment Corp., an affiliate of Fund V and Fifth
Berkshire, facilitated Fund V's purchase of its shares of Series A Preferred
Stock by advancing Fund V the purchase price which Fund V will repay with funds
from available funds and capital contributions by their partners, representing
the ultimate source of the funds.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock covered by this filing are being held for
investment purposes. The Reporting Persons will continue to monitor and evaluate
their investment in the Issuer in light of pertinent factors, including without
limitation the following: (a) the Issuer's business, operations, assets,
financial condition and prospects; (b) market, general economic and other
conditions; and (c) other investment opportunities available to the Reporting
Persons. In light of the foregoing factors, and the plans and requirements of
the Reporting Persons from time to time, the Reporting Persons may decide (but
has no present intention) to (i) dispose of some or all of the shares of Series
A Preferred Stock that they beneficially own and/or the shares of Common Stock
into which such shares of Series A Preferred Stock are convertible or (ii)
acquire additional shares of Common Stock, shares of Series A Preferred Stock or
other securities of the Issuer. The Preferred Stock Purchase Agreement permits
the Purchasers to acquire additional shares of Common Stock without the prior
approval of the Issuer; provided that the Purchasers' beneficial ownership of
shares of Common Stock (including shares of Common Stock issuable upon
conversion of the Series A Preferred Stock) does not exceed 25% of the
outstanding shares of Common Stock (assuming conversion of the Series A
Preferred Stock).
Pursuant to the terms of the Preferred Stock Purchase Agreement, the
Issuer filed a Certificate of Designation with the Secretary of State of
Delaware, creating the Series A Preferred Stock. Each share of Series A
Preferred Stock issued in the transaction described in Item 3 above is
convertible, at any time and from time to time, into shares of the Issuer's
Class A Common Stock, at an initial conversion price of $14 per share. The
conversion price is subject to adjustment if the Issuer (i) subdivides its
common stock by effecting a stock split or stock dividend, or (ii) subject to
certain exceptions, issues or sells additional shares of common stock or
securities convertible into common stock for less than $14 per share. The Series
A Preferred Stock accrues preferential dividends daily and on a cumulative basis
at an annual rate of five percent (5%) of its liquidation value, as defined in
the Preferred Stock Purchase Agreement, payable quarterly in arrears in
additional shares of Series A Preferred Stock through August 11, 2003 and
thereafter, at the option of the Issuer, in either cash or additional shares of
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Series A Preferred Stock. At any time on or after the occurrence of a change of
control and for a period of 30 days thereafter, holders of Series A Preferred
Stock will have the right to require the Issuer to redeem all or a portion of
their stock at a redemption price equal to its liquidation value. All
outstanding shares of Series A Preferred Stock are subject to mandatory
redemption by the Issuer on August 11, 2007 pursuant to the terms of the
Preferred Stock Purchase Agreement. The holders of the Series A Preferred Stock
are entitled to vote, as a class, with holders of common stock on each matter
submitted to a vote of the Issuer's stockholders. Each share of Series A
Preferred Stock has a number of votes equal to the number of shares of Class A
Common Stock issuable upon conversion of a share of Series A Preferred Stock.
On August 11, 2000, the Issuer also entered into a Registration Rights
Agreement with the Purchasers (the "Registration Rights Agreement"). Pursuant to
the terms of the Registration Rights Agreement, the Issuer has granted the
Purchasers certain demand and tag-a-long registration rights with respect to the
shares of Common Stock into which the shares of Series A Preferred Stock held by
them are convertible.
Pursuant to the Preferred Stock Purchase Agreement, the Purchasers are
entitled to nominate one person who shall be included among the Company's
nominees for election to the Board of Directors as the Purchaser Director for so
long as they hold at least 20% of the Class A Common Stock issued or issuable
upon conversion of the Series A Preferred Stock and, so long as they own at
least 20% of the Series A Preferred Stock, the Purchasers shall have the right
to designate one person to serve as an observer at meetings of the Board of
Directors.
Except as described above, the Reporting Persons do not have any plans
or proposals that relate to or would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount
of assets of the issuer or of any of its subsidiaries; (iii) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors; (iv) any material change in
the present capitalization or dividend policy of the Issuer; (v) any other
material change in the Issuer's business or corporate structure; (vi) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (ix) any
action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) By virtue of the relationships described herein, the Reporting
Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5
under the Exchange Act. As a member of a group, each Reporting Person may be
deemed to share voting and dispositive power with respect to, and therefore
beneficially own, the shares beneficially owned by members of the group as a
whole. As of the date hereof, the Reporting Persons collectively own an
aggregate of 3,767,857 shares, or approximately 14.38% of the outstanding shares
based on 22,232,698 shares outstanding as of July 21, 2000 as reported by the
Issuer on its annual report on Form 10-K filed with the Commission on August 4,
2000 and 3,982,143 shares issued in connection with the transaction described in
Item 4 above. The filing of this Statement shall not be construed as an
admission that the Reporting Persons beneficially own those shares held by any
other members of the group. The Berkshire Principals are also the managing
members of Berkshire Investors.
(b) Fund V has sole voting power with respect to 3,425,426 shares of
Common Stock and has sole dispositive power with respect to 3,425,426 shares of
Common Stock. Fund V is the direct beneficial owner of the 3,425,426 shares of
Common Stock over which it has voting and dispositive power.
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As the sole general partner of Fund V, Fifth Berkshire may be deemed to
beneficially own 3,425,357 shares of Common Stock held by Fund V. The filing of
this statement shall not be construed as an admission that Fifth Berkshire is,
for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of
such shares held by Fund V.
Berkshire Investors has sole voting power with respect to 4,795,000
shares of Common Stock and has sole dispositive power with respect to 4,795,000
shares of Common Stock. Berkshire Investors is the direct beneficial owner of
the 4,795,000 shares of Common Stock over which it has voting and dispositive
power.
By virtue of their positions as managing members of Fifth Berkshire and
Berkshire Investors, the Berkshire Principals may be deemed to possess indirect
beneficial ownership of the shares of Common Stock beneficially owned by Fund V
and Berkshire Investors. However, none of the Berkshire Principals, acting
alone, has voting or investment power with respect to the shares beneficially
owned by Fund V or Berkshire Investors, and, as a result, each Berkshire
Principal disclaims beneficial ownership of such shares of Common Stock.
(c) In the past 60 days, the Reporting Persons and the Issuer have
entered into the following two agreements related to the shares of Common Stock:
(i) the Preferred Stock Purchase Agreement and (ii) the Registration Rights
Agreement. The Preferred Stock Purchase Agreement and the Registration Rights
Agreement, as well as Fund V's purchase of its shares of Series A Preferred
Stock, are described in Item 4 hereof, which is hereby incorporated into this
Item 5 by reference in its entirety.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 of this Schedule 13D and the Exhibits
to this Schedule 13D are incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Preferred Stock Purchase Agreement, dated as of June 28, 2000, by
and among the Purchasers and the Issuer (incorporate by reference to Exhibit
10.1 of the Issuer's Current Report on Form 8-K dated August 18, 2000 and filed
with the Commission on August 11, 2000).
2. Registration Rights Agreement, dated as of August 11, 2000, by and
among the Purchasers and the Issuer (incorporate by reference to Exhibit 10.2 of
the Issuer's Current Report on Form 8-K dated August 11, 2000 and filed with the
Commission on August 18, 2000).
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SIGNATURES
After reasonable 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.
Dated: August 18, 2000 BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC, its
General Partner
By: /s/ D. Randall Peeler
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Name: D. Randall Peeler
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Title: Managing Director
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BERKSHIRE INVESTORS, LLC
By: /s/ D. Randall Peeler
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Name: D. Randall Peeler
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Title: Managing Director
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