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):
June 5, 1998
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)
ITEM 5. OTHER EVENTS.
On June 5, 1998, KTI, Inc., a New Jersey corporation (the Company or
the Registrant) announced that it has exercised its option to exchange all of
its shares of Series B Preferred Stock outstanding on August 3, 1998, the next
Dividend Payment Date, for KTI, Inc.'s 8 3/4% Convertible Subordinated Notes
(the "Exchange Notes").
Dividends on the Series B Preferred Stock shall cease to accumulate on
August 3, 1998, whether or not the certificates for shares of the Series B
Preferred have been surrendered for exchange. Interest on the Exchange Notes
shall accrue from August 3, 1998, whether or not the certificates for shares of
the Series B Preferred have been surrendered for exchange.
The Holders of outstanding shares of Series B Preferred are entitled to
receive a $1,000 principal amount Exchange Note for each 40 shares of Series B
Preferred held. The Company. will pay cash in the amount of $25.00 per share to
any Holder for that portion of such Holder's position, which is less than 40
shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
Exhibit Number Description
99.1 Exchange Notice
99.2 News release dated June 5, 1998.
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: June 17, 1998 By: /s/ Martin J. Sergi
Name: Martin J. Sergi
Title: President
Exhibit 99.1
KTI, INC.
7000 BOULEVARD EAST
GUTTENBERG, NEW JERSEY 07093
EXCHANGE NOTICE
June 17, 1998
KTI, Inc., a New Jersey corporation (the "Company") hereby notifies the
holders of the Company's 8 3/4% Series B Convertible Exchangeable Preferred
Stock (the "Series B Preferred") that, pursuant to Section 8 of Article 11 of
the Company's Restated Certificate of Incorporation, as amended, the Company is
exercising its options to exchange (the "Exchange") all of the outstanding
Series B Preferred for the Company's 8 3/4% Subordinated Convertible Notes (the
"Exchange Notes");
The date of the Exchange is August 3, 1998 (the "Exchange Date");
Holders of Series B Preferred are to surrender their certificate(s)
representing the Series B Preferred to the Company at the offices of the
Company's transfer agent, American Stock Transfer and Trust Company, 40 Wall
Street, 46th Floor, New York, New York 10005;
Dividends on the shares of the Series B Preferred to be exchanged shall
cease to accumulate on the Exchange Date whether or not certificates
representing the shares of the Series B Preferred are surrendered for exchange
on the Exchange Date, unless the Corporation shall default in the delivery of
the Exchange Notes; and
Interest on the Exchange Notes shall accrue from Exchange Date whether or
not certificates for shares of Series B Preferred are surrendered for exchange
on the Exchange Date.
KTI, INC.
By: /s/ Martin J. Sergi
Name: Martin J. Sergi
Title: President
Exhibit 99.2
NEWS RELEASE
FOR IMMEDIATE RELEASE
KTI to Exchange Shares of Series B Preferred Stock
for Convertible Subordinated Debt
Guttenberg, N.J. (June 5, 1998) KTI, Inc. (Nasdaq: KTIE) announced today
that it has exercised its option to exchange all of the outstanding shares of
its Series B 8 3/4% Preferred Stock for KTI's 8 3/4% Convertible Subordinated
Notes. The exchange will be effective August 3, 1998.
As a result of the exchange, KTI, Inc. will benefit from the interest
expense deduction for tax purposes. The holders of outstanding shares of Series
B Preferred are entitled to receive a $1,000 principal amount exchange note for
each 40 shares of Series B Preferred held. KTI will pay $25.00 per share for
the portion of any holder's position that is less than 40 shares.
Dividends on the Series B Preferred Stock shall cease on August 3, 1998,
whether or not the shares for the Series B Preferred have been surrendered for
exchange. Interest on the exchange notes shall accrue from August 3, 1998,
whether or not the certificates for shares have been surrendered.
President Martin J. Sergi said, "We designed the origianl structure of our
Series B Preferred Stock anticipating that we would become a taxpayer during its
term. Accordingly, consistent with our expectations, the company is exchanging
the issue to secure the deductibility for tax purposes of the interest payment".
***
KTI is a fully integrated waste management company whose core reputation
was established in the waste-to-energy sector. KTI owns and operate two waste-
to-energy facilities in Maine; a biomass-to-energy plant in Florida, and wood
processing operations in Maine and Georgia. Collectively, these businesses
handle in excess of 1,000,000 tons of material annually.
KTI also owns and operates major recycling facilities in Boston, Newark and
Chicago, holds a majority interest in America's only commercially operational
municipal waste ash recycling facility in Nashville, Tennessee and owns a full-
service environmental company based in Newington, New Hampshire, a Maryland
company specializing in marketing post-industrial recycling plastics, a paper
and metals recycling company in Biddeford, Maine and a world wide secondary
fiber marketing company based in Portland, Oregon.
For further information, contact Marty Sergi at KTI, Inc. (201) 854-7777 or
Frank N. Hawkins, Jr. or Julie Marshall at Hawk Associates, Inc. (305) 852-2383.
Copies of KTI press releases, SEC filings, current price quotes, stock charts,
analysts' comments and other valuable information for investors may be found on
the website http://www.hawkassociates.com.
This release contains various forward looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 which represent the company's expectations or beliefs
concerning future events of the company's financial performance. These forward
looking statements are qualified by important factors that could cause actual
results to differ materially from those in the forward looking statements.
Results actually achieved may differ materially from expected results included
in these statements.
