-----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, G0hcGlvgFf+f8hthE08RO7kflIyE7/2Y4YPYjQ/4DeKpUD2dU2gn/jtQ/OIOgHEv XkEyahBXe7jpA21A+vEZGQ== 0000935836-99-000171.txt : 19990510 0000935836-99-000171.hdr.sgml : 19990510 ACCESSION NUMBER: 0000935836-99-000171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990430 ITEM INFORMATION: FILED AS OF DATE: 19990507 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: 99613978 BUSINESS ADDRESS: STREET 1: 2260 DOUGLAS BLVD STREET 2: SUITE 280 CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 9167722221 MAIL ADDRESS: STREET 1: 2260 DOUGLAS BLVD STREET 2: SUITE 280 CITY: ROSEVILLE STATE: CA ZIP: 95661 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) April 30, 1999 WASTE CONNECTIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-19674 (Commission File Number) 94-3283464 (IRS Employer Identification No.) 2260 Douglas Boulevard, Suite 280, Roseville, California 95661 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 772- 2221 Not Applicable (Former name or former address, if changed since last report.) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events On March 30, 1999, WCI Acquisition Corporation, a Minnesota corporation that is a wholly owned subsidiary of Waste Connections, Inc., a Delaware corporation ("WCI"), merged into Ritter's Sanitary Service, Inc., a Minnesota corporation ("Ritters"). The transaction was accounted for as a pooling-of-interests. The transaction was not 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 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 of sell or otherwise dispose of WCI's common stock acquired in the merger, the consolidated summary income statement data of WCI are presented as follows for the one-month period and the four-month period ended April 30, 1999: (in thousands, except For the one month For the four months per share data) ended April 30, 1999 ended April 30, 1999 Revenues $11,909 $42,792 Net income (loss) $ 1,051 $<3,311> Basic and diluted net income (loss) per share $ 0.06 $ <0.19> The income statement data for the one-month period and the four-month period ended April 30, 1999 are derived from WCI's unaudited consolidated financial statements. WCI is publishing 30 days of post-merger financial results for the combined company because of rules pertaining to pooling-of-interests accounting. This is the first time that WCI has published a single month's results, and WCI does not intend to continue publishing monthly results. Management cautions that fluctuations in monthly results are not necessarily the same as the trends that would be evident in quarterly reporting. 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 7, 1999 By /s/ Ronald J. Mittelstaedt Ronald J. Mittelstaedt President and Chief Executive Officer 5119\028\1043729 CSR\5119\028\1043729.01 5/7/1999 12:07 -----END PRIVACY-ENHANCED MESSAGE-----