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): April 14, 1999
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KTI, INC.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey
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(State or Other Jurisdiction of Incorporation)
33-85234 22-2665282
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(Commission File Number) (IRS Employer Identification No.)
(201) 854-7777
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On April 14, 1999, the Registrant issued a press release, a copy of which
is attached hereto as Exhibit 99.1. Exhibit 99.1 is incorporated herein by
reference.
On April 16, 1999, the Registrant issued a press release, a copy of which
is attached hereto as Exhibit 99.2. Exhibit 99.2 is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of the Registrant, dated April 14, 1999
99.2 Press Release of the Registrant, dated April 16, 1999
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.
Date: April 16, 1999 KTI, INC.
(Registrant)
By: /s/ Martin J. Sergi
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Martin J. Sergi
President
KTI Response to Casella Waste Systems Statement
GUTTENBERG, N.J., April 14, 1999 -- KTI, Inc. (Nasdaq: KTIE) announced that
today it had received a notice from Casella Waste Systems, Inc. stating its
"intention to terminate the Merger Agreement... on account of the breach by KTI,
Inc. as of the date of the Agreement" of certain representations contained in
the merger agreement between the two companies. The notice alleged breaches of,
among other things, representations and warranties on financial statements,
contingent liabilities, financial condition, operations and properties and
environmental compliance and said that KTI had 30 days to cure such breaches or
Casella intended to terminate the merger agreement. While KTI is studying the
notice, based upon its initial review it does not believe that there has been
any breach of the merger agreement. KTI intends to work with Casella during the
30 day period to try and resolve any concerns Casella may have. If KTI is unable
to resolve such Casella concerns, it intends to pursue its remedies under the
merger agreement. There can be no assurance that the merger of KTI and Casella
will occur or on what terms it will occur.
For further information, contact Marty Sergi at KTI, Inc., (201) 854-777 or
Frank N. Hawkins, Jr. or Julie Marshall, Hawk Associates, Inc. at (305)
852-2383. Copies of KTI press releases, SEC filings, current price quotes, stock
charts and other 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 expected results included in these
statements.
KTI, Inc. Delays Filing Form 10-K
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GUTTENBERG, N.J., April 16, 1999 -- KTI, Inc. (Nasdaq: KTIE) announced
today that due to the previously announced recent developments regarding its
merger agreement with Casella Waste Systems, Inc., it would not be able to file
its annual report on Form 10-K with the Securities and Exchange Commission on a
timely basis, on or before April 15, 1999. KTI will endeavor to file its annual
report with the Securities and Exchange Commission as promptly as practicable.
KTI does not expect that the results of operations for the period ended December
31, 1998 set forth in the Form 10-K when filed will deviate from those announced
on March 30, 1999.
For further information, contact Ross Pirasteh at KTI, Inc. (201) 854-7777
or Frank N. Hawkins, Jr. or Julie Marshall, Hawk Associates Inc. at (305)
852-2383. Copies of KTI press releases, SEC filings, current price quotes, stock
charts and other 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 expected results included in these
statements.
