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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)
(AMENDMENT NO.1)
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)
December 8, 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.
8417336.2
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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).
8417336.2
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CUSIP NO. 14744810 SCHEDULE 13D Page 2 of 6 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 3,610,089
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,610,089
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,610,089
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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)
15.57%
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14. TYPE OF REPORTING PERSON
PN
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8417336.2
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CUSIP NO. 14744810 SCHEDULE 13D Page 3 of 6 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 360,972
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 360,972
WITH -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,972
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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)
1.56%
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14. TYPE OF REPORTING PERSON
PN
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8417336.2
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Unless set forth below, all previously reported Items are unchanged.
Item 4. PURPOSE OF TRANSACTION.
The first three sentences of the first paragraph of Item 4 are hereby
amended to read as follows:
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 other financing considerations; 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 to (i) dispose of some or all of the
shares of Series A Preferred Stock or Common 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.
<PAGE> 6
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 3,971,061
shares, or approximately 17.13% of the outstanding shares based on 23,185,171
shares outstanding as of September 13, 2000 as reported by the Issuer on its
quarterly report on Form 10-Q filed with the Commission on September 13, 2000.
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 3,610,089 shares of Common
Stock and has sole dispositive power with respect to 3,610,089 shares of Common
Stock. Fund V is the direct beneficial owner of the 3,610,089 shares of Common
Stock over which it has voting and dispositive power.
As the sole general partner of Fund V, Fifth Berkshire may be deemed to
beneficially own 3,610,089 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 360,972 shares of
Common Stock and has sole dispositive power with respect to 360,972 shares of
Common Stock. Berkshire Investors is the direct beneficial owner of the 360,972
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) Annex A attached hereto and incorporated herein by reference sets forth
all of the transactions in shares of Common Stock entered into by the Reporting
Persons during the past 60 days, including (i) the identity of the Reporting
Person involved, (ii) the date of the transaction, (iii) the number of shares of
Common Stock involved, (iv) the price per share, and (v) where and how the
transaction was effected.
8417336.2
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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: December 11, 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
Title: Managing Director
BERKSHIRE INVESTORS, LLC
By: /s/ D. Randall Peeler
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Name: D. Randall Peeler
Title: Managing Director
8417336.2
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ANNEX A
<TABLE>
<CAPTION>
Reporting Date of Number Price Per Where and how
Person Transaction of Shares Share Transaction Effected
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<S> <C> <C> <C> <C>
Berkshire 12/08/00 127,273 $3 15/16 Open Market Transaction
Fund V, L.P. by its Broker-Dealer
Berkshire 12/08/00 12,727 $3 15/16 Open Market Transaction
Investors, LLC by its Broker-Dealer
</TABLE>
