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This Current Report is filed by Norcal Waste Systems, Inc.
pursuant to certain contractual requirements and not
pursuant to the Securities Exchange Act of 1934
and the rules and regulations thereunder.
Date of Report (Date of earliest event reported):
November 21, 2000
NORCAL WASTE SYSTEMS, INC.
(Exact name of company as specified in its charter)
California 94-2922974
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
160 Pacific Avenue, Suite 200 San Francisco 94111
(Address of principal executive offices) (Zip Code)
(Company's telephone number, including area code) 415/875-1000
Item 5. Other Events
SAN FRANCISCO, CA NOVEMBER 21, 2000 - Norcal Waste Systems, Inc. ("Norcal")
today entered into a revolving credit agreement (the "New Credit Agreement")
with Fleet National Bank ("Fleet") and a syndicate of other lenders. The New
Credit Agreement establishes a $225 million revolving credit facility (the "New
Credit Facility") which expires on November 21, 2005. Subject to the approval
of Fleet and the other lenders, the New Credit Facility may be increased to $250
million. The New Credit Facility replaces Norcal's existing credit facility
which expires today. Letters of credit in the amount of $1.6 million that were
outstanding under the expiring credit facility shall remain outstanding under
the New Credit Facility. Except for the letters of credit, there were no loans
outstanding under the expiring credit facility and Norcal has not yet borrowed
any amounts under the New Credit Facility.
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The New Credit Agreement requires Norcal to redeem all of its senior notes
which are due November 15, 2005 and which currently bear interest at the annual
rate of 13.5%. The senior notes were issued by Norcal in an aggregate principal
amount of $175 million pursuant to an indenture dated November 21, 1995. The
New Credit Agreement requires that Norcal complete the redemption no later than
January 10, 2001, however, Norcal intends to redeem the senior notes on or
before December 29, 2000. Assuming a redemption date of December 29, 2000, the
redemption price for the senior notes will be $1,062.50 plus $16.50 in accrued
interest for each $1,000 principal amount of senior notes for a total aggregate
payment of $188,825,000. Norcal intends to use a combination of cash-on-hand
and funds borrowed under the New Credit Facility to finance the redemption of
the senior notes.
Noteholders will be informed of the actual redemption date, the redemption price
and accrued interest in a notice of redemption that will be mailed to
noteholders no later than 30 days prior to the redemption date. The notice of
redemption will also provide full instructions for the redemption of the senior
notes.
SIGNATURES
NORCAL WASTE SYSTEMS, INC.
(Company)
/s/ Mark R. Lomele
Mark R. Lomele
Senior Vice President and
Chief Financial Officer
Dated as of: November 21, 2000
