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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
KTI, INC.
(Name of Subject Company (issuer))
KTI, INC. (issuer)
CASELLA WASTE SYSTEMS, INC. (affiliate of issuer)
(Name of Person(s) Filing Statement)
8 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
(Title of Class of Securities)
8 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004: 482689 AA 4
(CUSIP Number of Class of Securities)
JOHN W. CASELLA
CHIEF EXECUTIVE OFFICER
CASELLA WASTE SYSTEMS, INC.
25 GREENS HILL LANE
RUTLAND, VERMONT
(802) 775-0325
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
JEFFREY A. STEIN, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
JANUARY 24, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$6,830,883 $1,366
* The transaction value shown is only for the purpose of calculating the
filing fee. The amount shown reflects the cost of purchasing $6,770,000
principal amount of Notes at the purchase price (100% of the principal
amount of the Notes, plus accrued and unpaid interest up to but excluding
the date of payment) as of March 8, 2000 (the expected date of payment). The
amount of the filing fee is calculated in accordance with Section
13(e)(3) of the Securities Exchange Act of 1934, as amended.
/x/ Check the 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.
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Amount Previously Paid: $1,366
Form or Registration No.: 005-52063
Filing Party: KTI, Inc.
Date Filed: January 24, 2000
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
third-party tender offer subject to Rule 14d-1. / /
issuer tender offer subject to Rule 13e-4. /X/
going-private transaction subject to Rule 13e-3. / /
amendment to Schedule 13D under Rule 13d-2. / /
Check the following box if the filing is a final amendment
reporting the results of the tender offer. / /
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INTRODUCTORY STATEMENT
This Amendment No. 2 to Schedule TO is the final amendment relating to a
change of control offer (the "Offer") by KTI, Inc., a New Jersey corporation
(the "Company"), to purchase for cash all of the outstanding 8 3/4% Convertible
Subordinated Notes due 2004 of the Company (the "Notes"), on the terms and
subject to the conditions set forth in the Offer to Purchase dated January 24,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (the
"Letter of Transmittal") filed as Exhibits (a)(1) and (a)(2) to the Schedule TO
originally filed with the Securities and Exchange Commission on January 24, 2000
(the "Original Statement"), as amended on March 2, 2000 ("Amendment No. 1").
The Original Statement and Amendment No. 1 are hereby amended and
supplemented as follows:
ITEM 4. TERMS OF THE TRANSACTION
Item 4 is hereby amended and supplemented by adding at the end thereof the
following:
The Offer expired at 5:00pm, New York City time, on Friday March 10, 2000.
The Company accepted for payment Notes outstanding in the aggregate principal
amount of $6,670,000 which were validly tendered and not properly withdrawn
pursuant to the Offer. The aggregate principal amount of Notes accepted for
payment by the Company pursuant to the Offer equals approximately 99% of the
total aggregate principal amount of Notes outstanding prior to the Offer.
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SIGNATURE
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.
Dated: March 16, 2000
KTI, INC.
By: /s/ JOHN W. CASELLA
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John W. Casella, President
CASELLA WASTE SYSTEMS, INC.
By: /s/ JOHN W. CASELLA
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John W. Casella, Chief Executive Officer
