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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):
January 11, 2000
NORCAL WASTE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California 94-2922974
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
160 Pacific Avenue, San Francisco 94111
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 415/875-1000
Item 5. Other Events
Norcal Waste Systems, Inc. (the "Company") has a contract with San
Bernardino County (the "County"), pursuant to which it operates (through its
San Bernardino subsidiary) all active landfills owned by the County and is
primarily responsible for implementing the County's strategic plan which
addresses the County's long-term waste disposal needs (the "1995 Contract").
The Company's other responsibilities include closure and monitoring of
non-active landfills and identification, permitting and construction of
landfill expansions.
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On December 14, 1999, the County Board of Supervisors directed the
County's Chief Administrative Officer to negotiate an amendment with the
Company to end the 1995 Contract as soon as the County can complete a
competitive bidding process through a Request for Proposal, review submitted
bids, and negotiate a replacement contract, but in no event later than June 30,
2001.
On January 4, 2000, the Company signed Amendment No. 5 to the 1995
Contract (the "Amendment"), and on January 11, 2000, the County Board of
Supervisors approved the Amendment and the Amendment became effective. Pursuant
to the Amendment, the term of the 1995 Contract shall end on a date established
by the County, which date shall be set forth in a written notice provided by
the County to the Company and shall not be less than 90 days from the date of
receipt of such written notice by the Company. In all events the term of the
1995 Contract shall expire no later than June 30, 2001, regardless of whether
the County provides the Company a notice specifying the date on which the term
shall end, or if no such notice is provided. The notice establishing
the date on which the term of the 1995 Contract shall end can be given by the
County any time after, but not before, the date on which the County Board of
Supervisors acts to identify the successful proposer under the Request for
Proposal process and directs staff to negotiate a contract with such person or
entity.
Although the County's Chief Administrative Officer has estimated in his
report to the County's Board of Supervisors that the process should take 15 to
18 months, the County's Board of Supervisors has requested that the process be
completed more quickly, if possible. In response to this request, the County's
Chief Administrative Officer has stated that the process could potentially be
accomplished in 12 to 15 months. The Company is currently unable to estimate
how much time the County will need to complete these procedures. Assuming the
County is unable to complete the Request for Proposal and enter into a new
contract in the next seven months, the Company does not expect the Amendment
to have a significant impact on its cash flows, results of operations
or financial condition for fiscal year 2000.* The County has indicated
that the Company will be permitted to bid on the new contract, but there
can be no assurance that the Company will be awarded the new contract, or
if the Company is the successful bidder, how the terms of the new contract will
compare to those contained in the 1995 Contract.
This report on Form 8-K contains forward-looking statements. The
statement followed by an asterisk (*) is a forward-looking statement. Any such
statements should be considered in light of various risks and uncertainties
that could cause results to differ materially from expectations, estimates or
forecasts expressed. The Company does not undertake to update any
forward-looking statement that may be made from time to time by it or on its
behalf.
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/s/ Mark R. Lomele
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Mark R. Lomele
Senior Vice President and
Chief Financial Officer
Dated as of: February 17, 2000
