-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UTR9iu+wMlKiJVZCnEcrCH63TGdpFl1WVFX7J1nthP2bRiMX2mliyKpLkx3Q5ut5 7QQManuTweD0mxwXqrVLZg== 0000950129-05-004913.txt : 20050509 0000950129-05-004913.hdr.sgml : 20050509 20050509112059 ACCESSION NUMBER: 0000950129-05-004913 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 GROUP MEMBERS: EFO GENPAR, INC. GROUP MEMBERS: WCA PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WCA WASTE CORP CENTRAL INDEX KEY: 0001282398 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 200829917 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79924 FILM NUMBER: 05810257 BUSINESS ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7132922400 MAIL ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WCA Partners, L.P. CENTRAL INDEX KEY: 0001294388 IRS NUMBER: 752769828 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2828 ROUTH STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-849-9822 MAIL ADDRESS: STREET 1: 2828 ROUTH STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 h24756asc13dza.htm WCA PARTNERS, L.P. FOR WCA WASTE CORPORATION sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. )*

WCA Waste Corporation
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

92926K 10 3
(CUSIP Number)

G. Larry Wallace, 2828 Routh Street, Suite 500, Dallas, Texas 75201
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 9, 2005
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

             
CUSIP No. 92926K 10 3 13D/A Page 2 of 6 Pages
  1. Name of Reporting Person:
WCA Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
WCA Partners, L.P.: -0-
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
WCA Partners, L.P.: 0%
  14.Type of Reporting Person (See Instructions):
WCA Partners, L.P.: [PN]

 

             
CUSIP No. 92926K 10 3 13D/A Page 3 of 6 Pages
  1. Name of Reporting Person:
EFO GenPar, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
343,631
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
343,631
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
EFO GenPar, Inc.: 2.24%
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
EFO GenPar, Inc.: 2.24%
  14.Type of Reporting Person (See Instructions):
EFO GenPar, Inc.: [CO]

 

CUSIP No. 92926K 10 3   13D/A   Page 4 of 6 Pages

Item 1.    Security and Issuer.

This Schedule 13D/A relates to the common stock, $0.01 par value (the “Common Stock”), of WCA Waste Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Company are located at One Riverway, Suite 1400, Houston, Texas 77056.

Item 2.    Identity and Background.

This Schedule 13D/A is being filed jointly by the following persons: (i) WCA Partners, L.P. and (ii) EFO GenPar, Inc., its ultimate general partner (collectively, the “Reporting Persons”).

WCA Partners, L.P.

     (a)       WCA Partners, L.P., a Texas limited partnership which is engaged in the management of investments.
     (b)       2828 Routh Street, Suite 500, Dallas, Texas 75201
     (c)       N/A
     (d)       No
     (e)       No
     (f)       N/A

EFO GenPar, Inc.

     (a)       EFO GenPar, Inc., a Texas corporation, which manages various limited partnerships as general partner.
     (b)       2828 Routh Street, Suite 500, Dallas, Texas 75201
     (c)       N/A
     (d)       No
     (e)       No
     (f)       N/A

The filing of this Schedule 13D/A shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, or for any other purpose, the beneficial owner of any shares of Common Stock other than those shares of Common Stock over which the Reporting Person has sole voting and dispositive power, as reported herein. Further, each Reporting Person expressly disclaims the existence of a group. The Reporting Persons have no agreement or understanding among themselves with respect to the voting of or acquisition of any shares of the Company’s Common Stock.

Item 3.    Source and Amount of Funds or Other Consideration.

Effective May 9, 2005, WCA Partners, L.P., (“WCA Partners”) distributed all shares of Common Stock held by it to its partners, pro rata in accordance with its partners’ respective partnership interests in WCA Partners (the “Distribution”). EFO GenPar, Inc. is the ultimate general partner of WCA Partners. As a result of the Distribution, WCA Partners no longer has investment and/or voting control over any of the shares of Common Stock distributed by it, and EFO GenPar no longer has investment and/or voting control over the most of the shares of Common Stock distributed by WCA Partners. No funds were used to acquire the Common Stock distributed to the partners.

Item 4.    Purpose of Transaction.

The purpose of the transaction was to cause each partner of WCA Partners, to acquire direct ownership of such partner’s pro-rata share of Common Stock owned by WCA Partners immediately prior to the Distribution. As of the date of this Schedule 13D/A, no Reporting Person has any plans or proposals with respect to the Company which relate to or would result in any of the events described in Item 4(a) through 4(j).

Item 5.    Interest in Securities of the Issuer.

 

 

CUSIP No. 92926K 10 3   13D/A   Page 5 of 6 Pages

     (a)       and (b)      See items (7) through (11) and (13) of the cover pages. The percentage of outstanding shares of the Company’s Common Stock listed on Item 13 of the cover pages with respect to the Reporting Persons, is based upon 15,363,936 shares of Common Stock outstanding as reported in the Company’s most recent Form 10-K filed with the SEC on March 24, 2005.
     (c)       See Item 3 above.
     (d)       N/A
     (e)       May 9, 2005

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.    Material to be Filed as Exhibits.

99.1    Joint Filing Agreement

 

 

CUSIP No. 92926K 10 3   13D/A   Page 6 of 6 Pages

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
  Dated: May 9, 2005
   
  (Date)
 
    
  WCA Partners, L.P.
 
    
  By: Opportunity Capital GenPar, L.P.
Its: General Partner
 
    
  By: EFO GenPar, Inc.
Its: General Partner
 
    
  By: /s/ G. Larry Wallace
   
  Name: G. Larry Wallace
Its: President
 
    
  EFO GenPar, Inc.
 
    
  By: /s/ G. Larry Wallace
   
  Name: G. Larry Wallace
Its: President

 

EX-99.1 2 h24756aexv99w1.htm JOINT FILING AGREEMENT exv99w1
 

Exhibit 99.1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including any amendments thereto) with respect to the shares of Common Stock of WCA Waste Corporation, beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 9th day of May, 2005.

     
  WCA PARTNERS, L.P.
 
    
  By: Opportunity Capital GenPar, L.P.
Its: General Partner
 
    
  By: EFO GenPar, Inc.
Its: General Partner
 
    
  By: /s/ G. Larry Wallace
   
  Name: G. Larry Wallace
Its: President
 
    
  EFO GENPAR, INC.
 
    
  By: /s/ G. Larry Wallace
   
  Name: G. Larry Wallace
Its: President

 

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