KTI INC
8-K, 1997-08-01
COGENERATION SERVICES & SMALL POWER PRODUCERS
Previous: PL BRANDS INC, NTN 10K, 1997-08-01
Next: MEDCATH INC, 10-Q, 1997-08-01



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     --------------------------------------

                                    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):
                                  July 29, 1997

                                    KTI, INC.
               (Exact name of Registrant as specified in Charter)


     New Jersey                     33-85234                   22-2665282
- ------------------------------------------------------------------------------
(State or other juris-             (Commission               (IRS Employer
diction of incorporation)          File Number)              Identification
                                                                 Number)


7000 Boulevard East, Guttenberg, New Jersey                      07093
- ------------------------------------------------------------------------------
(Address of principal executive office)                        (Zip Code)


Registrant's telephone number including area code-           (201) 854-7777
                                                 ------------------------------


                                 Not Applicable
- ------------------------------------------------------------------------------
         (Former name and former address, as changed since last report)
<PAGE>   2
ITEM 5.  OTHER EVENTS

         On July 29, 1997, KTI Recycling, Inc., a subsidiary of KTI, Inc. (the
"Company" or the "Registrant") executed a Security Purchase Agreement with the
shareholders of I. Zaitlin & Sons, Inc., a Maine corporation ("I. Zaitlin") and
with the shareholders of Data Destruction Services, Inc., a Maine corporation
("DDS"). Under the Security Purchase Agreement, the Company agreed to purchase
I. Zaitlin and DDS for 200,000 shares of KTI, Inc. common stock and to purchase
two parcels of real estate, used by I. Zaitlin and owned by the shareholders of
I. Zaitlin, for cash in the amount of $500,000. The Company is purchasing I.
Zaitlin, DDS and the real estate subject to certain liabilities of approximately
$3,200,000.

         Zaitlin and DDS have their headquarters in Biddeford, Maine. I. Zaitlin
has processing, brokering and storage facilities in Maine and Massachusetts. It
buys and sells more than 100,000 tons of recycled materials in the Northeastern
United States and Canada, handling all grades of waste paper, non-ferrous metals
and some plastics. DDS is in the confidential records destruction business. The
revenue of I. Zaitlin and DDS in 1996 was approximately $10 million.

         The acquisition of I. Zaitlin and DDS is expected to be completed on
August 1, 1997.
<PAGE>   3
ITEM 7. EXHIBITS

Exhibit Number    Description
- --------------    -----------

4.1               SECURITIES PURCHASE AGREEMENT by and among I. Zaitlin & Sons,
                  Inc., a Maine corporation, Data Destruction Services, Inc., a
                  Maine corporation, Samuel M. Zaitlin, Steven G. Suher and
                  George G. Deely and KTI Recycling, Inc., a Delaware
                  corporation. The schedules to this Exhibit do not contain
                  information which is material to an investment decision and
                  which is not otherwise disclosed in the Securities Purchase
                  Agreement. The schedules include a Registration Rights
                  Agreement, covenants not to compete and Employment Agreements.
                  The Company hereby agrees to furnish a copy of any omitted
                  schedule to the Commission upon request.
<PAGE>   4
                                   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 hereunto duly authorized.



                                       KTI, Inc.
                                       (the Registrant)




Dated:    July 29, 1997       By:      /s/ Nicholas Menonna, Jr.
                                       ----------------------------------
                                       Name:  Nicholas Menonna, Jr.
                                       Title: Chairman of the Board of Directors

<PAGE>   1
                        SECURITIES PURCHASE AGREEMENT FOR
                            I. ZAITLIN & SONS, INC.,
                                       and
                         DATA DESTRUCTION SERVICES, INC.

                                  by and among
                          KTI RECYCLING, INC. ("Buyer")
                                       and
                                SAMUEL M.ZAITLIN

                                 STEVEN G. SUHER
                                       and
                           GEORGE G. DEELY ("Sellers")

                            Dated as of July 29, 1997


<PAGE>   2
                                TABLE OF CONTENTS
                                       OF
                          SECURITIES PURCHASE AGREEMENT

<TABLE>
<CAPTION>
Section and Heading                                                           Page
- -------------------                                                           ----
<S>           <C>                                                              <C>
1.            Purchase and Sale                                                 1
1.1.          Purchase and Sale of Assets                                       1
1.2.          Method of Conveyance                                              1
1.3.          No Assumed Obligations                                            2
2.            Purchase Price and Closing                                        2
2.1.          Purchase Price                                                    2
3.            Representations and Warranties of the Sellers                     2
3.1.          Authorization                                                     2
3.2.          No Intention to Sell                                              2
3.3.          No Violation                                                      2
3.4.          Documentation                                                     3
3.5.          Leases                                                            3
3.6.          Taxes                                                             3
3.7.          Insurance                                                         4
3.8.          Employee Benefit Plans: Pension Plans                             5
3.9.          Brokers and Finders                                               6
3.10.         Accuracy of representations and Documents                         6
3.11.         Projected Earnings                                                6
3.12          Environmental Laws                                                6
3.13          Real Estate                                                       6
3.14          Corporate Organization, Etc.                                      7
3.15          Authorization, Etc.                                               7
3.16          No Violations                                                     7
4.            Representations and Warranties of Buyer                           7
4.1.          Corporate Organization, Etc.                                      7
4.2.          Authorization, Etc.                                               7
4.3.          No Violation                                                      8
5.            Certain Covenants and Agreements                                  8
5.1.          Full Access                                                       8
5.2.          Notice of Claims and Investigations                               8
5.3.          Deposit for No Solicitation or Negotiation of Other Offers        8
5.4.          Press Releases                                                    8
5.5.          Consummation of Transactions                                      8
5.6.          Post-Closing Cooperation                                          9
5.7           Closing Date                                                      9
5.8           Risk of Loss                                                      9
</TABLE>


<PAGE>   3
<TABLE>
<CAPTION>
Section and Heading                                                            Page
- -------------------                                                            ----
<S>           <C>                                                              <C>
5.9.          Post-Closing Authority                                             9
6             Conditions to the Obligations of Sellers                           9
6.1.          Representations and Warranties True                                9
6.2.          No Proceeding, Litigation; Injunction                             10
6.3.          Organizational Documents                                          10
6.4           Employment  Agreements                                            10
6.5.          Covenants Not to Compete                                          10
6.6.          Registration Rights Agreement                                     10
6.7           Real Estate Purchase                                              10
7.            Conditions to the Obligations of Buyer                            10
7.1.          Representations and Warranties True                               10
7.2.          Performance                                                       11
7.3.          No Proceeding, Litigation, Injunction                             11
7.4.          Additional Documents                                              11
7.5.          Board of Directors Approval                                       11
7.6.          Hart Scott Rodino                                                 11
7.7           Employment Agreements                                             11
7.8           Covenants not to Compete                                          11
7.9           Real Estate Purchase                                              11
8.            Survival of Representations and Warranties; Indemnification       11
8.1.          Survival of Representations                                       11
8.2.          Statements as Representations and Warranties                      12
8.3.          Remedies Cumulative                                               12
8.4.          Buyer's Indemnity                                                 12
8.5.          Sellers' Indemnity                                                12
8.6.          Indemnity Procedure                                               13
9.            Operations - Post Closing                                         13
9.1.          Stock Options                                                     14
9.2.          Banking Relationships                                             14
9.3.          Board Composition                                                 14
10.           Miscellaneous Provisions                                          14
10.1.         Amendment and Modification                                        14
10.2.         Waiver of Compliance                                              14
10.3.         Expenses                                                          14
10.4.         Notices                                                           14
10.5.         Binding Effect; Assignment                                        15
10.6.         Governing Law                                                     15
10.7.         Counterparts                                                      16
10.8.         Headings                                                          16
10.9.         Entire Agreement                                                  16
10.10.        Third Parties                                                     16
10.11.        Severability                                                      16
</TABLE>


<PAGE>   4
                          SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT dated as of July 29, 1997, by and among I. Zaitlin & Sons, Inc.,
a Maine corporation ("I. Zaitlin"), Data Destruction Services, Inc., a Maine
corporation ("DDS"), Samuel M. Zaitlin ("Zaitlin"), Steven G. Suher ("Suher")
and George G. Deely ("Deely" and together with Zaitlin and Suher referred to
herein as the "Sellers" and each is individually referred to herein as a
"Seller") and KTI Recycling, Inc., a Delaware corporation (the "Buyer").

The Buyer desires to purchase from the Sellers, and Sellers desire to sell,
assign and transfer to the Buyer all of Sellers' stock in I. Zaitlin and DDS
(the "Securities") as more specifically described in Section 1.1 of the
disclosure schedule attached hereto (the "Disclosure Schedule"), all on the
terms and subject to the conditions hereinafter set forth.

1.       Purchase and Sale.

         1.1      Purchase and Sale of Assets. On the terms and subject to the
                  conditions herein set forth, the Buyer shall purchase from the
                  Sellers all of the Securities, as of the Closing Date (as such
                  term is heretofore defined), owned by the Sellers or in which
                  any Seller has an interest.

         1.2.     Method of Conveyance.

                  (a)      The sale, transfer, conveyance, assignment and
                           delivery by Sellers of the Securities to the Buyer in
                           accordance with Section 1.1 hereof shall be effected
                           on the Closing Date by Sellers' execution and
                           delivery of the Securities and the customary stock
                           powers, duly guaranteed and other appropriate
                           documents (collectively, the "Instruments of
                           Conveyance") to the Buyer, or its assignees.

                  (b)      At the Closing, good and valid title to all of the
                           Securities shall be transferred, conveyed, assigned
                           and delivered by the Sellers to the Buyer, or its
                           assignees, pursuant to this Agreement and the
                           Instruments of Conveyance, free and clear of any and
                           all Liens (as defined below). For the purposes of
                           this Agreement, the term "Lien" shall mean any
                           pledge, security interest, encumbrance, lien or
                           charge of any kind whatsoever.

                  (c)      At the Closing, the Sellers shall cause I. Zaitlin
                           and DDS to provide to the Buyer an estoppel
                           certificate signed by each creditor (excluding trade
                           creditors) of I. Zaitlin and DDS (the "Third Party
                           Funded Debt"), each certificate indicating the
                           balance due on the Third Party Funded Debt, including
                           any accrued and unpaid interest thereon, as of the
                           end of the preceding month, together with a per diem
                           interest rate during the month in which the Closing
                           occurs.

                                       1
<PAGE>   5
                  (d)      At the Closing the Sellers shall cause I. Zaitlin and
                           DDS to provide to the Buyer a certificate signed by
                           I. Zaitlin and DDS indicating the balance of trade
                           accounts payable ("Trade Accounts Payable") due to
                           third parties, including any accrued and unpaid
                           interest thereon, as of the end of the preceding
                           month, together with a per diem interest rate during
                           the month in which the Closing occurs.

         1.3.     No Assumed Obligations. Pursuant to this Agreement, the Buyer
                  does not assume any of the liabilities or obligations of I.
                  Zaitlin or DDS whether absolute, accrued, contingent or
                  otherwise, whenever incurred.

2.       Purchase Price and Closing.

         2.1.     Purchase Price. The consideration for the Securities to be
                  sold, transferred and conveyed by the Sellers to the Buyer
                  pursuant to this Agreement shall be shares of KTI, Inc. Common
                  Stock, having a market value of $2 million to be delivered at
                  the Closing. The market value per share shall be the average
                  of the closing sales price of the common stock of KTI, Inc.
                  for the ten business days immediately preceding the execution
                  of this Agreement, subject to a minimum price per share of
                  $10.00. The stock certificates evidencing such shares shall
                  bear a customary restrictive legend indicating that such
                  shares are unregistered. The consideration set forth in this
                  Section 2.1 is hereinafter collectively referred to as the
                  "Purchase Price." The parties intend that the exchange of the
                  Common Stock of KTI, Inc. for the stock of I. Zaitlin and DDS
                  shall be treated as a tax free reorganization under Section
                  368 (a) (1) (B) under the Internal Revenue Code of 1986, as
                  amended.

3.       Representations, Warranties and Agreements of the Sellers.

         Sellers hereby represent, warrant and agree that:

         3.1.     Authorization. Each Seller has all requisite power and
                  authority to sell the Securities which he owns. This Agreement
                  is, and when executed and delivered, the Instruments of
                  Conveyance will be, the legal, valid and binding obligation of
                  Sellers, enforceable in accordance with their respective
                  terms.

         3.2.     No Intention to Sell. None of the Sellers has any present
                  intention to sell any of the shares of KTI Common Stock to be
                  received under this Agreement.


         3.3.     No Violation. The execution and delivery of this Agreement by
                  the Sellers and the consummation of the transactions
                  contemplated hereby will not violate any statute or law or any
                  judgment, decree, order, regulation or rule of any domestic or
                  foreign court or governmental authority.

                                       2
<PAGE>   6
               3.4.     Documentation.

                        (a)      The Sellers shall cause I. Zaitlin and DDS
                                 to deliver a certificate stating whether
                                 Section 3.4 (a) of the Disclosure Schedule
                                 contains an accurate and complete list of
                                 all Equity Securities, all Third Party
                                 Funded Debt and all Trade Accounts Payable,
                                 indicating the balance due, including
                                 accrued and unpaid interest thereon, as of
                                 the close of the preceding month and a per
                                 diem interest factor for the month of
                                 Closing. Estoppel or payoff letters from
                                 each third party lender (excluding trade
                                 creditors) shall be attached to such
                                 schedule. The Sellers shall cause I. Zaitlin
                                 and DDS to deliver a list of all accounts
                                 payable as of the close of the monthly
                                 financial statement of I. Zaitlin and DDS.

                        (b)      Each Seller has and will have at the
                                 Closing, good and valid title to the
                                 Securities being conveyed by him hereunder.

               3.5.     Leases.

                        (a)      Section 3.5 (a) of the Disclosure Schedule
                                 constitutes a complete and accurate list of
                                 all real and personal property leases,
                                 subleases, conditional sales agreements or
                                 other title retention agreements
                                 (collectively the "Leases" and individually
                                 a "Lease") to which either of I. Zaitlin or
                                 DDS is a party, as lessee.

                        (b)      All Leases are valid and binding on all parties
                                 thereto and enforceable against such parties in
                                 accordance with their terms, and are in full
                                 force and effect; and with respect to each such
                                 Lease, there are no existing defaults
                                 thereunder (whether or not waived by lessor)
                                 and no event has occurred which (whether with
                                 or without notice, lapse of time or both, or
                                 the happening of any other event) would
                                 constitute default thereunder.

                        (c)      Each lessor shall provide an estoppel
                                 certificate or payoff letter satisfactory in
                                 form and substance to the Buyer.

               3.6.     Taxes. Except as set forth in Section 3.6 of the
                        Disclosure Schedule:

                        (a)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether I.
                                 Zaitlin and DDS have duly and accurately filed
                                 or caused to be filed all tax reports and
                                 returns (including information returns)
                                 required to be filed in connection with their
                                 businesses for all periods ending on the date
                                 hereof and will make all such filings required
                                 to be made prior to the Closing Date. The
                                 certificate shall further state that I. Zaitlin
                                 and DDS have duly paid all taxes and other
                                 charges due or claimed to be due from them to
                                 any federal, state, local or foreign taxing
                                 authority (including, without limitation, those
                                 due in respect of properties, income,
                                 franchises, licenses, sales or payrolls),
                                 except for taxes being contested in good faith.

                                       3
<PAGE>   7
                        (b)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver complete copies of all of their tax
                                 returns, both income tax and otherwise, for the
                                 five most recent tax years.

                        (c)      The Sellers shall cause I. Zaitlin and DDS to
                                 advise the Buyer whether there are any tax
                                 liens upon any of their Assets except liens for
                                 current taxes not yet due and payable.

                        (d)      Each of I. Zaitlin and DDS has made, for all
                                 periods ending on or before the Closing Date,
                                 all required declarations of estimated Federal,
                                 state, local and foreign income taxes
                                 (including, without limitation, those due in
                                 respect of properties, income, franchises,
                                 licenses, sales or payrolls) and has paid or
                                 provided for all taxes as shown on such
                                 declarations.

                        (e)      There are no facts which exist or have existed
                                 which would constitute grounds for the
                                 assessment of any tax liability against any of
                                 the Sellers or I. Zaitlin and DDS and neither
                                 the Internal Revenue Service nor any other
                                 taxing authority is now asserting, to the
                                 knowledge of any of the Sellers, or threatening
                                 to assert, any deficiency or claim for
                                 additional taxes or interest thereon or
                                 penalties in connection therewith.

               3.7.     Insurance.

                        (a)      Section 3.7 of the Disclosure Schedule. The
                                 Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate containing an accurate
                                 and complete list of all policies of fire,
                                 disability, workers' compensation, products
                                 liability, and other forms of insurance owned
                                 or held by or beneficially for I. Zaitlin or
                                 DDS which relate to or provide coverage for the
                                 business of I. Zaitlin or DDS. The Sellers will
                                 cause I. Zaitlin and DDS to deliver a copy of
                                 each such policy to the Buyer not less than 5
                                 business days prior to the Closing.

                        (b)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether all such
                                 policies are in full force and effect, all
                                 premiums with respect thereto covering all
                                 periods through the Closing have been or will
                                 be paid by I. Zaitlin or DDS, and no notice of
                                 cancellation or termination has been received
                                 with respect to any such policy.

                        (c)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether such
                                 policies are sufficient for compliance with all
                                 requirements of law and of all agreements to
                                 which either of I. Zaitlin or DDS is a party;
                                 are valid, outstanding and enforceable
                                 policies; provide adequate insurance coverage
                                 for the assets and operations of the business
                                 of I. Zaitlin and DDS; and, with respect to
                                 periods prior to the Closing, will not in any
                                 way be affected by, or terminate or lapse by
                                 reason of, the transactions contemplated by
                                 this Agreement.

                                       4
<PAGE>   8
               3.8.     Employee Benefit Plans: Pension Plans.

                        (a)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether, except
                                 as set forth on Section 3.8 of the Disclosure
                                 Schedule, I. Zaitlin and DDS have any bonus,
                                 deferred compensation, pension, profit-sharing,
                                 retirement, stock purchase, stock option,
                                 phantom stock, medical, post-retirement medical
                                 or any other employee benefit plan, arrangement
                                 or practice, whether written or unwritten (an
                                 "Employee Benefit Plan"). The Sellers shall
                                 cause I. Zaitlin and DDS to deliver true copies
                                 of each written Employee Benefit Plan and an
                                 accurate and complete written description of
                                 each oral Employee Benefit Plan to Buyer. The
                                 Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether Section
                                 3.8 of the Disclosure Schedule sets forth the
                                 annual amounts paid or accrued in connection
                                 with each Employee Benefit Plan as of December
                                 31, 1996, and an estimate of the amounts
                                 payable or accruable in connection therewith
                                 through June 30, 1997, to the extent such
                                 amounts are presently fixed or determinable.

                        (b)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether Section
                                 3.8 of the Disclosure Schedule is a list of
                                 each "employee pension benefit plan" in the
                                 meaning of the Employee Retirement Income
                                 Security Act of 1974 and the regulations
                                 thereunder ("ERISA"), maintained or contributed
                                 to by either Seller (the "Pension Plans") and,
                                 except as noted thereon, no Pension Plan is a
                                 "multi-employer plan" within the meaning of
                                 ERISA. The Sellers shall cause I. Zaitlin and
                                 DDS to deliver a certificate stating whether
                                 there have been any "prohibited transaction,"
                                 to which I. Zaitlin or DDS has been a party,
                                 within the meaning of Section 4975 of the
                                 Internal Revenue Code of 1986 (the "Code"), or
                                 Section 406 of ERISA, with respect to any
                                 Pension Plan which might subject any such plan
                                 or related trust, or any trustee or
                                 administrator thereof, or Seller to the tax or
                                 penalty imposed by Section 4975 of the Code or
                                 to a civil penalty imposed by Section 502 of
                                 ERISA. Except as set forth in Section 3.8(b) of
                                 the Disclosure Schedule, each of the Pension
                                 Plans is and has been in material compliance
                                 with the applicable provisions of ERISA and the
                                 Code.

                                 The present value of all accrued benefits,
                                 whether vested or not, under the Pension
                                 Plans subject to Title IV of ERISA do not
                                 exceed the value of the assets of such plans
                                 allocable to such accrued benefits. Except
                                 as set forth in Section 3.8(c) of the
                                 Disclosure Schedule, none of the Pension
                                 Plans subject to Title IV of ERISA has,
                                 since December 31, 1996, been completely or
                                 partially terminated, nor has there been any
                                 "reportable event," as such term is defined
                                 in Section 4043(b) of ERISA, with respect to
                                 any such plan since the effective date of
                                 said Section 4043(b). None of the Pension
                                 Plans or trusts have incurred any
                                 "accumulated funding

                                       5
<PAGE>   9
                                  deficiency," as such term is defined in
                                  Section 412 of the Code, whether or not
                                  waived, since the effective date of said
                                  Section 412.

                        (c)      The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether Section
                                 3.8 (c) of the Disclosure Schedule is a list of
                                 all "employee welfare benefit plans," within
                                 the meaning of ERISA, whether or not insured,
                                 maintained by I. Zaitlin or DDS ("Welfare
                                 Plans"). Except as set forth in Section 3.8 (c)
                                 of the Disclosure Schedule, each Welfare Plan
                                 is and has been in material compliance with the
                                 applicable provisions of ERISA and the Code.
                                 The Sellers shall cause I. Zaitlin and DDS to
                                 deliver a certificate stating whether I.
                                 Zaitlin and DDS have complied in all material
                                 respects with all of their obligations, if any,
                                 including the making of all required
                                 contributions, under each of the Welfare Plans.

                  3.9.     Brokers and Finders. No person has been authorized by
                           the Sellers, I. Zaitlin or DDS or by anyone acting on
                           their behalf, to act as a broker, finder or in any
                           other similar capacity in connection with the
                           transactions contemplated by this Agreement.

                  3.10     Accuracy of Representations and Documents. No
                           representation or warranty made by Sellers, I.
                           Zaitlin or DDS in this Agreement or in the Disclosure
                           Schedule hereto (which is an integral part hereof)
                           nor any statement, certificate or other document
                           furnished as an exhibit hereto, or any other document
                           furnished by Sellers, I. Zaitlin or DDS to Buyer or
                           any of their representatives in connection with this
                           Agreement is, or will be when so furnished, false or
                           misleading in any material respect or contains any
                           material misstatement of fact or omits to state any
                           fact necessary to be stated make the statements made
                           in any such representation or warranty false or
                           misleading in any material respect.

                  3.11     Projected Earnings Before Taxes. The Projected
                           Earnings before Taxes were prepared in good faith
                           and, subject to the limitations and uncertainties
                           inherit in trying to project future economic and
                           business trends or results, represent the good faith
                           opinion of I. Zaitlin and DDS and their senior
                           management and have a reasonable basis.

                  3.12     Environmental Laws. To the best of the Sellers'
                           knowledge, after diligent inquiry, I. Zaitlin and DDS
                           are in material compliance with all applicable
                           Environmental Laws, including without limitation, the
                           Clean Air Act, the Clean Water Act, the Resource
                           Conservation and Recovery Act, and other similar
                           Federal and state laws. None of these parties has
                           received any communication that alleges, or is aware
                           of any pending allegation of, any current violation
                           of applicable Environmental Laws. The Sellers will
                           provide KTI with all available information with
                           respect to environmental matters of I. Zaitlin and
                           DDS.

                  3.13     Real Estate. To the best of the Sellers' knowledge,
                           after diligent inquiry, all real estate occupied by
                           I. Zaitlin and DDS is structurally sound and has no
                           material

                                       6
<PAGE>   10
                           defects, which would affect its current or reasonably
                           foreseeable use. No notices of any violations may
                           have been received with respect to zoning laws,
                           building code or setback violations or environmental
                           matters. All equipment is operable and, to the best
                           of the Sellers' knowledge, after diligent inquiry, is
                           in good repair, taking into account its age and use.
                           No permits and licenses necessary to operate I.
                           Zaitlin or DDS have been cancelled or may be
                           cancelled due to a change of ownership of I. Zaitlin
                           or DDS.

                  3.14     Corporate Organization, Etc. I. Zaitlin and DDS are
                           corporations duly formed, validly existing and in
                           good standing under the laws of the State of Maine
                           and any other state in which such corporations
                           conduct business and have all requisite power and
                           authority to carry on their businesses as they are
                           now being conducted and to own, and operate their
                           properties and assets as and in the places where such
                           business is now conducted and where such properties
                           and assets are now owned or operated.

                  3.15     Authorization, Etc. I. Zaitlin and DDS have all
                           requisite power and authority to execute, deliver and
                           perform their obligations under this Agreement. This
                           Agreement is valid and binding upon I. Zaitlin and
                           DDS, enforceable in accordance with its terms.

                  3.16     No Violation. Neither the execution and delivery of
                           this Agreement by I. Zaitlin and DDS nor the
                           consummation of the transactions contemplated hereby
                           by I. Zaitlin and DDS will violate any provisions of
                           the Certificate of Incorporation of I. Zaitlin or
                           DDS, or be in conflict with, or constitute a default
                           (or an event which, with or without notice, lapse of
                           time or both, would constitute a default) under, or
                           result in the termination or invalidity of, or
                           accelerate the performance required by, or cause the
                           acceleration of the maturity of any debt or
                           obligation pursuant to, any agreement or commitment
                           to which I. Zaitlin or DDS is a party or by which
                           either of I. Zaitlin and DDS is bound, or violate any
                           statute or law or any judgment, decree, order,
                           regulation or rule of any court or governmental
                           authority. .

         4.       Representations and Warranties of Buyer.

                  Buyer represents and warrants to Sellers as follows:

                  4.1.     Corporate Organization. Etc. Buyer is a corporation
                           duly formed, validly existing and in good standing
                           under the laws of the State of Delaware and has all
                           requisite power and authority to carry on its
                           business as it is now being conducted and to own, and
                           operate its properties and assets as and in the
                           places where such business is now conducted and where
                           such properties and assets are now owned or operated.

                  4.2.     Authorization Etc. Buyer has all requisite power and
                           authority to execute, deliver and perform its
                           obligations under this Agreement. This Agreement is
                           valid and binding upon Buyer, enforceable in
                           accordance with its terms.

                                       7
<PAGE>   11
                  4.3.     No Violation. Neither the execution and delivery of
                           this Agreement by Buyer nor the consummation of the
                           transactions contemplated hereby by Buyer will
                           violate any provisions of the Certificate of
                           Incorporation of Buyer, or be in conflict with, or
                           constitute a default (or an event which, with or
                           without notice, lapse of time or both, would
                           constitute a default) under, or result in the
                           termination or invalidity of, or accelerate the
                           performance required by, or cause the acceleration of
                           the maturity of any debt or obligation pursuant to,
                           any agreement or commitment to which Buyer is a party
                           or by which Buyer is bound, or violate any statute or
                           law or any judgment, decree, order, regulation or
                           rule of any court or governmental authority.

         5.       Certain Covenants and Agreements.

                  5.1.     Full Access. The Sellers agree to cause I. Zaitlin
                           and DDS, without in any way detracting from their
                           representations, warranties and agreements set forth
                           in this Agreement, to afford Buyer and its counsel,
                           accountants and other representatives, after the date
                           hereof, full access during normal business hours to
                           the plants, offices, warehouses, properties,
                           employees, counsel, accountants and other
                           representatives, books and records, including
                           accountant's workpapers, of I. Zaitlin and DDS in
                           order that Buyer may have full opportunity to make
                           such investigations as it shall desire to make of the
                           affairs of I. Zaitlin and DDS.

                  5.2.     Notice of Claims and Investigations. Each party will
                           immediately give notice to the other of, and confer
                           with the other with respect to, any claims,
                           investigations by governmental authorities or
                           threatened litigation relating to the transactions
                           contemplated by this Agreement.

                  5.3.     No Solicitation or Negotiation of Other Offers. Each
                           Seller agrees that from the date hereof through the
                           Closing Date he will not pursue, encourage or solicit
                           any inquiries or proposals by, or engage in any
                           discussions or negotiations with, any person, any
                           sale of the Securities by any of the Sellers, or any
                           other exchange, or disposition involving the
                           Securities

                  5.4.     Press Releases. Without the written consent of the
                           other parties, which shall not be unreasonably
                           withheld, each of the parties hereto agrees not to
                           make any public announcements or press releases
                           regarding the transactions contemplated hereby until
                           such transactions are consummated, unless otherwise
                           required by law.

                  5.5.     Consummation of Transactions. Each of the parties
                           agrees to use its best efforts to bring about the
                           satisfaction of the conditions required to be
                           performed, fulfilled or complied with by it hereunder
                           and to take or cause to be taken, all action, and to
                           do, or cause to be done, all things necessary, proper
                           or advisable under applicable laws and regulations to
                           consummate and make effective the transactions
                           contemplated by this Agreement as expeditiously as
                           practicable. In case at any time after the Closing
                           any further action is necessary or desirable to carry
                           out the

                                       8
<PAGE>   12
                           purposes of this Agreement, the appropriate party
                           will take all such necessary action, including
                           without limitation, the execution and delivery of
                           such further instruments and documents as may be
                           reasonably requested by the other party or parties
                           for such purposes or otherwise to complete or perfect
                           the transactions contemplated hereby.

                  5.6.     Post-Closing Cooperation. After the Closing, Buyer
                           and Sellers shall cooperate fully with each other and
                           shall make available to each other all information,
                           records or documents reasonably requested in
                           connection with matters involved in the sale of the
                           Securities.

                  5.7      Closing Date. The Buyer and the Sellers shall use
                           commercially reasonable efforts to complete the
                           transaction on or before August 1, 1997.

                  5.8      Risk of Loss. Prior to the Closing, the risk of loss
                           on the Securities shall remain with the Sellers.

                  5.9.     Post-Closing Authority.

                           (a)      Each Seller agrees that, unless duly
                                    authorized in writing by Buyer, or required
                                    by law, he will not at any time reveal,
                                    divulge or make known to any person (other
                                    than Buyer or any affiliate of Buyer) any
                                    confidential or proprietary data or
                                    information relating to the business of I.
                                    Zaitlin or DDS.

                           (b)      If any of the covenants contained in this
                                    Section is held to be invalid or
                                    unenforceable because of the duration of
                                    such provision or the area covered thereby,
                                    the parties agree that the court making such
                                    determination shall have the power to reduce
                                    the duration or area of such provision to
                                    the extent necessary to render such
                                    provision valid and enforceable and, in its
                                    reduced form, said provision shall then be
                                    valid and enforceable.

         6.       Conditions to the Obligations of Sellers.

                  Each and every obligation of Buyer under this Agreement to be
                  performed on or before the Closing shall be subject to the
                  satisfaction, on or before the Closing, of each of the
                  following conditions, unless waived in writing by Sellers.

                  6.1.     Representations and Warranties True. The
                           representations and warranties of Buyer contained in
                           this Agreement shall be true, complete and accurate
                           in all material respects as of the date when made and
                           at and as of the Closing as though such
                           representations and warranties were being made at and
                           as of the Closing Date, and except for changes
                           expressly permitted or contemplated by the terms of
                           this Agreement.

                                       9
<PAGE>   13
                  6.2.     No Proceeding. Litigation: Injunction. No suit,
                           action, investigation, inquiry or other proceeding by
                           any governmental body or other person shall have been
                           instituted which arises out of or relates to this
                           Agreement or the transactions contemplated hereby or
                           seeks to obtain substantial damages in respect
                           thereof, and, on the Closing Date, there shall be no
                           effective permanent or preliminary injunction, writ,
                           temporary restraining order or any order of any
                           nature issued by a court of competent jurisdiction
                           directing that the transactions provided for herein
                           not be consummated as so provided.

                  6.3      Organizational Documents. Buyer shall have furnished
                           Sellers with (i) a copy of its Certificate of
                           Incorporation, certified by the Secretary of State of
                           Delaware, (ii) certified copies of minutes of action
                           taken by the Board of Directors of Buyer approving
                           the execution and delivery of this Agreement and
                           related documents and the consummation of the
                           transaction contemplated hereunder; and (iii) a
                           Certificate of Incumbency setting forth the officers
                           of the Buyer.

                  6.4      Employment Agreements. Zaitlin, Suher, Deely and
                           Hannon shall have offered Employment Agreements in
                           the form of Exhibits 6.4a, 6.4b, 6.4c and 6.4d
                           hereto.

                  6.5      Registration Rights Agreement. The Buyer shall have
                           executed and delivered a Registration Rights
                           Agreement to the Sellers in the form of Exhibit 6.6
                           hereto.

                  6.6      Board of Directors and Stockholder Approval. I.
                           Zaitlin and DDS shall have received the approval of
                           their Board of Directors and stockholders prior to
                           Closing.

                  6.7      Real Estate Purchase. All conditions to closing, and
                           all contingencies contained in the real estate
                           contract referred to in Section 7.8 below, have been
                           met or have been waived by the Buyer.

        7.        Conditions to the Obligations of Buyer.

                  Each and every obligation of the Sellers under this Agreement
                  to be performed on or before the Closing shall be subject to
                  the satisfaction, on or before the Closing, of each of the
                  following conditions, unless waived in writing by the Buyer.

                  7.1.     Representations and Warranties True. The
                           representations and warranties of Sellers contained
                           in this Agreement including the Disclosure Schedule
                           attached hereto, shall be true, complete and accurate
                           in all material respects as of the date when made and
                           at and as of the Closing Date as though such
                           representations and warranties were being made at and
                           as of the Closing Date (except that representations
                           and warranties which refer to conditions existing on
                           a specific date, such as representations and
                           warranties regarding the Financial Statements, shall
                           continue to refer to that date) and except for
                           changes expressly permitted or contemplated by the
                           terms of this Agreement.

                                       10
<PAGE>   14
                  7.2.     Performance. Sellers shall have performed, fulfilled
                           and complied in all material respects with all
                           agreements, obligations and conditions required by
                           this Agreement to be performed, fulfilled or complied
                           with by them on or prior to the Closing, including
                           delivery to Buyer of all of the Assets.

                  7.3.     No Proceeding. Litigation. Injunction. No suit,
                           action, investigation, inquiry or other proceeding by
                           any governmental body or other person shall have been
                           instituted or threatened which arises out of or
                           relates to this Agreement or the transactions
                           contemplated hereby or seeks to obtain substantial
                           damages in respect thereof, and, on the Closing Date,
                           there shall be no effective permanent or preliminary
                           injunction, writ, temporary restraining order or any
                           order of any nature issued by a court of competent
                           jurisdiction directing that the transactions provided
                           for herein not be consummated as so provided.

                  7.4.     Additional Documents. Sellers shall have delivered to
                           Buyer such other documents, instruments and
                           certificates as shall be reasonably requested by
                           Buyer for the purpose of effecting the transactions
                           provided for and contemplated by this Agreement.

                  7.5      Board of Directors Approval. KTI, Inc. shall have
                           received the approval of its Board of Directors prior
                           to Closing.

                  7.6      Hart-Scott-Rodino. Buyer shall have received on or
                           prior to the closing, evidence to its satisfaction
                           that the transaction is exempt from the rules issued
                           by the Federal Trade Commission under the
                           Hart-Scott-Rodino Antitrust Improvements Act of 1976.

                  7.7      Employment Agreements. Employment Agreements.
                           Zaitlin, Suher, Deely and Hannon shall have executed
                           and delivered a Agreements in the form of Exhibits
                           6.4a, 6.4b, 6.4c, and 6.4d hereto ("Employment
                           Agreements").

                  7.8      Covenants not to Compete. Steve Cecchetti and all
                           officers and sales employees of I. Zaitlin and DDS,
                           who have not signed Employment Agreements, shall have
                           signed covenants not to compete in form acceptable to
                           the Buyer.

                  7.9      Real Estate Purchase. I. Zaitlan shall have entered
                           into a binding contract, in the form of Exhibit 7.9
                           attached hereto, to purchase two adjacent parcels of
                           real estate in Biddeford, Maine presently leased to
                           I. Zaitlin, one owned by Sam Zaitlan individually and
                           one owned by Andrews Road Partnership, a Maine
                           partnership.

         8.       Survival of Representations and Warranties; Indemnification.

                  8.1.     Survival of Representations. Notwithstanding any
                           investigation at any time made by or on behalf of any
                           party hereto, all representations and warranties
                           contained in this Agreement shall survive the Closing
                           until April 15, 1999.

                                       11
<PAGE>   15
                  8.2.     Statements as Representations and Warranties. All
                           statements contained herein, in the Disclosure
                           Schedule, or in any other schedule, certificate, list
                           or other document delivered or to be delivered
                           pursuant to this Agreement shall be deemed
                           representations and warranties as such terms are used
                           in this Agreement and any material misstatement or
                           omission in any thereof shall be deemed a breach of a
                           representation or warranty hereunder.

                  8.3.     Remedies Cumulative. The remedies provided herein
                           shall be cumulative and shall not preclude assertion
                           by any party of any other rights or the seeking of
                           any other remedies against any other party.

                  8.4.     Buyer's Indemnity. The Buyer agrees to defend,
                           indemnify and hold harmless the Sellers from, against
                           and in respect of any and all demands, claims,
                           actions or causes of action, losses, liabilities,
                           damages, assessments, deficiencies, taxes, costs and
                           expenses, including without limitation, interest,
                           penalties and reasonable attorneys' fees and
                           expenses, asserted against, imposed upon or paid,
                           incurred or suffered by Sellers as a result of,
                           arising from, in connection with or incident to (i)
                           any breach or inaccuracy of any representation or
                           warranty of Buyer contained in this Agreement or (ii)
                           any breach of any covenant or agreement of Buyer
                           contained in this Agreement.

                  8.5.     Sellers' Indemnity.

                           (a)      Subject to the limitations contained in
                                    subparagraph (b) below, the Sellers agree to
                                    defend, indemnify and hold harmless Buyer
                                    from, against and in respect of any and all
                                    demands, claims, actions or causes of
                                    action, losses, liabilities, damages,
                                    assessments, deficiencies, taxes, costs and
                                    expenses, including without limitation,
                                    interest, penalties and reasonable
                                    attorneys' fees and expenses, asserted
                                    against, imposed upon or paid, incurred or
                                    suffered by Buyer on or before August 1,
                                    1999:

                                    (i)      as a result of, arising from, in
                                             connection with or incident to (A)
                                             any material breach or inaccuracy
                                             of any representation or warranty
                                             of any Seller in this Agreement or
                                             in any Instrument of Conveyance, or
                                             (B) any material breach of any
                                             covenant or agreement of any Seller
                                             contained in this Agreement or in
                                             any Instrument of Conveyance (For
                                             purposes of this subsection,
                                             "material" shall mean any amount in
                                             excess of $10,000 individually or
                                             in aggregate.); and/or

                                    (ii)     arising out of any acts, events or
                                             circumstances by any Seller prior
                                             to Closing Date.

                           (b)      Each Seller's liability to reimburse the
                                    Buyer under this Section shall be limited be
                                    limited to the following percentage of the
                                    total claim of the

                                       12
<PAGE>   16
                                    Buyer (it being understood that the Buyer
                                    may not recover more than 100% of its total
                                    claim):

                                         Sam Zaitlin            90%
                                         Steve Suher            30%
                                         George G. Deely        30%

               8.6.        Indemnity Procedure.

                           (a)      A party agreeing to indemnify against any
                                    matter pursuant to this Agreement is
                                    referred to herein as the "Indemnifying
                                    Party" and the other party claiming
                                    indemnity is referred to herein as the
                                    "Indemnified Party."

                           (b)      An Indemnified Party under this Agreement
                                    shall give prompt written notice to the
                                    Indemnifying Party of any liability which
                                    might give rise to a claim for indemnity
                                    under this Agreement. As to any claim,
                                    action, suit or proceeding by a third party,
                                    the Indemnifying Party shall have the right,
                                    exercisable by notifying the Indemnified
                                    Party within twenty days after receipt of
                                    such notice from the Indemnified Party, to
                                    assume the entire control of the defense,
                                    compromise or settlement thereof, all at the
                                    Indemnifying Party's expense including
                                    employment of counsel, and in connection
                                    therewith the Indemnified Party shall
                                    cooperate fully to make available to the
                                    Indemnifying Party all pertinent information
                                    under its control. The Indemnified Party may
                                    at its expense, if it so elects, designate
                                    its own counsel to participate with counsel
                                    designated by the Indemnifying Party in the
                                    conduct of any such defense. If the defense
                                    of any such matter is tendered to the
                                    Indemnifying Party by notice as set forth
                                    above and the Indemnified Party is entitled
                                    to indemnification pursuant hereto with
                                    respect to such matter, and the Indemnifying
                                    Party declines or otherwise fails to (1)
                                    promptly pay or settle the same, or (2)
                                    vigorously investigate and defend the same,
                                    the Indemnified Party may investigate and
                                    defend the same and the Indemnifying Party
                                    will reimburse the Indemnified Party for all
                                    judgments, settlement payments and
                                    reasonable expenses, including reasonable
                                    attorneys' fees, incurred and paid by it in
                                    connection therewith.

                           (c)      An Indemnified Party shall not make any
                                    settlement of any claim without the written
                                    consent of the Indemnifying Party, which
                                    consent shall not be unreasonably withheld.

                           (d)      Except as set forth in subsection (b) in the
                                    event of any litigation brought by either
                                    party hereto to seek indemnity under this
                                    Agreement, the prevailing party shall be
                                    entitled to recover attorneys' fees upon
                                    final judgment on the merits.

               9.          Operations - Post Closings.

                                       13
<PAGE>   17
                  9.1      Stock Options - Employees. Stock Options will be
                           granted pursuant to the KTI, Inc. 1994 Long-Term
                           Incentive Award Plan (the "Plan") to key employees of
                           I. Zaitlin and DDS.

                           These options will be exercisable at the closing sale
                           price per share on the date of grant and will vest at
                           the rate of 20% on the first and subsequent
                           anniversaries of the date of grant.

                  9.2      Banking Relationships. The Buyer will use
                           commercially reasonable efforts to obtain the release
                           of the Sellers' personal liability on existing bank
                           debt of I. Zaitlin and DDS. If such releases are not
                           available, such debt will be refinanced with other
                           lenders who do not require guarantees from the
                           Sellers. Existing debt of I. Zaitlin and DDS owed to
                           Sellers will be repaid promptly.

                  9.3      Board Composition. The Board of I. Zaitlin and DDS
                           will have five directors postclosing, two of whom
                           shall be designated by the Sellers. The remaining
                           three directors will be appointed by KTIR .

        10.       Miscellaneous Provisions.

                  10.1.    Amendment and Modification. This Agreement may be
                           amended, modified and supplemented by the parties
                           hereto only by written instrument signed by or on
                           behalf of the party to be charged thereunder.

                  10.2.    Waiver of Compliance. Any failure of Sellers, on the
                           one hand, or Buyer on the other hand, to comply with
                           any obligation, covenant, agreement or condition
                           herein may be expressly waived in writing by an
                           authorized officer of the other party, but such
                           waiver or failure to insist upon strict compliance
                           with such obligation, covenant, agreement or
                           condition shall not operate as a waiver of, or
                           estoppel with respect to any subsequent or other
                           failure.

                  10.3.    Expenses. Each of the parties hereto agrees to pay
                           all of the respective expenses incurred by it in
                           connection with the negotiation, preparation,
                           execution, delivery and performance of this Agreement
                           and the consummation of the transactions contemplated
                           hereby.

                  10.4.    Notices. All notices, requests, demands and other
                           communications required or permitted hereunder shall
                           be in writing and shall be deemed to have been duly
                           given if delivered by hand or mailed, certified or
                           registered mail, with postage prepaid as follows:

                           If to Sellers:     Samuel M. Zaitlin
                                              24 Maddox Pond Road
                                              Biddeford, Maine 04005
                                              Telephone: (207) 283-3012
                                              Fax: (207) 282-1036

                                       14
<PAGE>   18
                                            Steven G. Suher
                                            360 Prospect Street
                                            Seekonk, Massachusetts 027715
                                            Telephone:(207) 283-3012
                                            Fax:(207) 282-1036

                                            George G. Deely
                                            9 Gendron Lane
                                            Kennebunk, Maine 04043
                                            Telephone:(207) 283-3012
                                            Fax:(207) 282-1036

                           With a copy to:  Edwin A. Heisler, Esq.
                                            Troubh, Heisler & Piampiano, P.A.
                                            511 Congress Street
                                            P.O. Box 9711
                                            Portland, Maine 04104-5011

                           If to Buyer:     KTI Recycling, Inc.
                                            7000 Boulevard East
                                            Guttenberg, New Jersey 07093
                                            Telephone:(201) 854-7777
                                            Fax: (201) 854-1771

                           With a copy to:  Diane Malfeld, Esq.
                                            Dorsey & Whitney
                                            220 South Sixth Street
                                            Minneapolis, Minnesota 55402
                                            Telephone:(612) 340-5631
                                            Fax: (612) 340-2643

                           or to such other person or address as Buyer shall
                           furnish to Sellers in writing.

                  10.5.    Binding Effect: Assignment. This Agreement and all of
                           the provisions hereof shall be binding upon and inure
                           to the benefit of the parties hereto and their
                           respective heirs, administrators, executors, legal
                           representatives, such successors and assigns, but
                           neither this Agreement nor any of the rights,
                           interests or obligations hereunder shall be assigned
                           by any of the parties hereto without the prior
                           written consent of the other parties; provided,
                           however, that Buyer may freely assign this Agreement
                           or all or any rights it may have hereunder to any of
                           its subsidiaries or affiliated companies, but no such
                           assignment shall relieve Buyer of its obligations
                           hereunder.

                  10.6.    Governing Law. All agreements, other than the
                           agreements relating to real estate and the employment
                           agreements for the four principal officers, shall be
                           governed by the laws of the State of New York,
                           without regard to the provisions relating to

                                       15
<PAGE>   19
                           the conflicts of laws. The laws of the State in which
                           the real estate is located shall govern the
                           agreements relating to the real estate. The laws of
                           the State of Maine shall govern the employment
                           agreements.

                  10.7.    Counterparts. This Agreement may be executed in
                           counterparts, each of which shall be deemed an
                           original, but all of which together shall constitute
                           the same instrument.

                  10.8.    Headings. The headings of the sections and articles
                           of this Agreement are inserted for convenience only
                           and shall not constitute a part hereof or affect in
                           any way the meaning or interpretation of this
                           Agreement.

                  10.9.    Entire Agreement. This Agreement sets forth the
                           entire agreement and understanding of the parties
                           hereto in respect of the subject matter contained
                           herein, and supersedes all prior-agreements,
                           promises, letters of intent, covenants, arrangements,
                           communications, representations or warranties,
                           whether oral or written, by any party hereto or by
                           any Related Person of any party hereto. All Exhibits
                           attached hereto, the Disclosure Schedule, any
                           exhibits thereto and all certificates, documents and
                           other instruments delivered or to be delivered
                           pursuant to the terms hereof are hereby expressly
                           made a part of this Agreement as fully as though set
                           forth herein, and all references herein to the terms
                           "this Agreement", "hereunder", "herein", "hereby" or
                           "hereto" shall be deemed to refer to this Agreement
                           and to all such writings.

                  10.10.   Third Parties. Except as specifically set forth or
                           referred to herein, nothing in this Agreement,
                           expressed or implied, is intended or shall be
                           construed to confer upon or give to any person, firm,
                           partnership, corporation or other entity other than
                           the parties hereto and their successors or permitted
                           assigns, any rights or remedies under or by reason of
                           this Agreement.

                  10.11.   Severability. The invalidity of any one or more of
                           the words, phrases, sentences, clauses, sections or
                           subsections contained in this Agreement shall not
                           affect the enforceability of the remaining portions
                           of this Agreement or any part hereof, all of which
                           are inserted conditionally on their being valid in
                           law, and, in the event that any one or more of the
                           words, phrases, sentences, clauses, sections or
                           subsections contained in this Agreement shall be
                           declared invalid by a court of competent
                           jurisdiction, this Agreement shall be construed as if
                           such invalid word or words, phrase or phrases,
                           sentence or sentences, clause or clauses, section or
                           sections, or subsection or subsections had not been
                           inserted.

                                       16
<PAGE>   20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

Data Destruction Services, Inc                I. Zaitlin & Sons, Inc.


By:/s/ Samuel M. Zaitlin                      By:/s/ Samuel M. Zaitlin
   --------------------------                    ---------------------------
        Title:  President                     Title: President


/s/ Steven G. Suher                           /s/ Samuel M. Zaitlin
- --------------------------                    ---------------------------
Steven G. Suher                               Samuel M. Zaitlin

KTI Recycling, Inc.


By:/s/ Robert E. Wetzel                       /s/ George G. Deely
   --------------------------                    ---------------------------
Title: Senior Vice President                  George G. Deely

                                       17



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission