-----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, LpLbtlm8su7twRbTeWRGXus25VETkAvyENd/U+0PkLD+ReF38k/zvmSCgkhF48Oh Il+cQdlwbl6wtnb7hNgh3Q== 0000935836-00-000236.txt : 20000504 0000935836-00-000236.hdr.sgml : 20000504 ACCESSION NUMBER: 0000935836-00-000236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 ITEM INFORMATION: FILED AS OF DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASTE CONNECTIONS INC/DE CENTRAL INDEX KEY: 0001057058 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 943283464 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23981 FILM NUMBER: 617962 BUSINESS ADDRESS: STREET 1: 620 COOLIDGE DRIVE STREET 2: SUITE 350 CITY: FOLSOM STATE: CA ZIP: 95630 BUSINESS PHONE: 9166088200 MAIL ADDRESS: STREET 1: 620 COOLIDGE DRIVE STREET 2: SUITE 350 CITY: FOLSOM STATE: CA ZIP: 95630-3155 8-K 1 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) March 31, 2000 WASTE CONNECTIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-23981 (Commission File Number) 94-3283464 (IRS Employer Identification No.) 620 Coolidge Drive, Suite 350, Folsom, California 95630-3155 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 608-8200 Not Applicable (Former name or former address, if changed since last report.) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events On December 29, 1999, WCI Acquisition Corporation, a South Dakota corporation that was a wholly owned subsidiary of Waste Connections, Inc., a Delaware corporation ("WCI"), merged with and into Cook's Waste Paper & Recycling, Inc., a South Dakota corporation. On January 13, 2000, WCI Acquisition Corporation, a Texas Corporation that was a wholly owned subsidiary of WCI, merged with and into Waste Wranglers, Inc., a Texas corporation. Each of these transactions was accounted for as a pooling-of- interests. Neither of these transactions was an acquisition of a significant amount of assets that would be reportable under Item 2 of Form 8-K. Rather, WCI is voluntarily reporting herein certain financial results covering at least 30 days of post-acquisition combined operations because of rules pertaining to pooling-of-interests accounting under Securities and Exchange Commission Accounting Series Release 135 ("Release 135"). One of the criteria for pooling-of-interests accounting is that the parties to the business combination must share in the combined risks and rights of the transaction. Release 135 provides that the required risk sharing will have occurred if no affiliate of either party to the merger transaction sells or otherwise disposes of any common stock received in the transaction until financial results covering at least 30 days of post-merger combined operations have been published. To satisfy this risk sharing requirement, and thereby allow affiliates of either party to sell or otherwise dispose of WCI's common stock acquired in the merger described above, the consolidated summary income statement data of WCI are presented as follows for the three- month period ended March 31, 2000: (in thousands, except For the three months per share data) ended March 31, 2000 Revenues $64,011 Net income $ 5,690 Basic net income per share $0.27 Diluted net income per share $0.26 The income statement data for the three-month period ended March 31, 2000 are derived from WCI's unaudited consolidated financial statements. WCI is publishing the foregoing post-merger financial results for the combined company because of rules pertaining to pooling-of-interests accounting. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WASTE CONNECTIONS, INC. (Registrant) Date: May 3, 2000 By /s/ Ronald J. Mittelstaedt Ronald J. Mittelstaedt President and Chief Executive Officer RDE\5119\028\1098223.02 -----END PRIVACY-ENHANCED MESSAGE-----