8-K

UNITED STATES

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 14, 2004

Capital Environmental Resource Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada	000-25955	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1122 International Blvd., Suite 601 Burlington Ontario, Canada		L7L 6Z8
(Address of principal executive offices)		(Zip Code)

Registrants’ telephone number, including area code: (905) 319-1237

N/A

(Former name or former address, if changed since last report.)

ITEM 5. Other Events and Regulation FD Disclosure

     On April 14, 2004, Capital Environmental Resource Inc. (the “Company”) issued a press release announcing the commencement by Waste Services, Inc., a subsidiary of the Company, of a private placement of $160 million aggregate principal amount of senior subordinated notes due 2014. As noted in the press release, it is intended that the net proceeds of the offering will be used to repay the Company’s existing credit facilities and to complete the acquisition of Florida Recycling Services, Inc. and the assets of Allied Waste Industries, Inc. (“Allied”) in the Jacksonville metropolitan area, which were not acquired through the first quarter of 2004 and comprise a part of Allied’s northern and central Florida operations.

     Attached hereto as Exhibit 99.1 is the press release, dated April 14, 2004, announcing commencement of the private placement. Attached hereto as Exhibit 99.2 is information included in the confidential preliminary offering memorandum, dated April 14, 2004, relating to the offering of the senior subordinated notes.

     There are statements within Exhibit 99.1 and Exhibit 99.2 that contain certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Some of these forward-looking statements include forward-looking phrases such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “intends,” “may,” “should” or “will continue,” or similar expressions or the negatives thereof or other variations on these expressions, or similar terminology, or discussions of strategy, plans or intentions. These statements also include descriptions in connection with, among other things:

• our anticipated revenue, capital expenditures, future cash flows and financing requirements, and those of companies or assets we acquire;

• the implementation of our business strategy;

• completion of our migration transaction and our concurrent transactions;

• descriptions of the expected effects of our competitive strategies; and

• the impact of actions taken by our competitors and other third parties, including courts and other governmental authorities.

ITEM 7. Financial Statements and Exhibits

(c) Exhibits

99.1	Press Release, dated April 14, 2004
99.2	Concurrent Transactions

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 15, 2004	CAPITAL ENVIRONMENTAL RESOURCE INC.
	By: /s/ Ivan R. Cairns
	Name: Ivan R. Cairns Title: Executive Vice President, General Counsel

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EXHIBIT INDEX

Exhibit No.	Description of Document
99.1	Press Release, dated April 14, 2004
99.2	Concurrent Transactions

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EX-99.1

Exhibit 99.1

PRESS RELEASE
For Immediate Release

CAPITAL ENVIRONMENTAL ANNOUNCES
$160 MILLION DEBT ISSUANCE

BURLINGTON, ON (April 14, 2004) — Capital Environmental Resource Inc. (NASDAQ: CERI) today announced that it is planning an offering of $160 million of senior subordinated notes to certain institutional investors in an offering exempt from the registration requirements of the Securities Act of 1933. The issuer of the notes will be Waste Services, Inc., the Delaware corporation that will be the ultimate parent company of Capital’s businesses upon completion of the previously announced migration transaction.

The Company intends to use the net proceeds from the offering, together with borrowings under an anticipated new senior secured credit facilities and funds raised under an anticipated private equity placement, to pay down the existing credit facilities and to complete the previously announced acquisitions in Florida.

The senior subordinated notes to be offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy such notes.

For information contact:

Mark A. Pytosh
Executive Vice President
480-734-2600

EX-99.2

Exhibit 99.2

CONCURRENT TRANSACTIONS

      In November 2003, we entered into a definitive agreement, which we have amended, to acquire Florida Recycling Services Inc. We expect to finance the acquisition, repay our existing credit facilities and pay related fees and expenses with the proceeds from an offering of senior subordinated notes, borrowings under our new senior secured credit facilities and the private placement of common shares of Capital Environmental and warrants to purchase common shares of Capital Environmental to certain investors, all of which we refer to as the concurrent transactions. Immediately following the concurrent transactions, Florida Recycling will be a direct, wholly owned subsidiary of Waste Services.

Equity Placement

      We intend to raise at least $40.0 million, after deducting expenses of approximately $2.5 million, from the sale of common shares of Capital Environmental and warrants to purchase common shares of Capital Environmental in private placement transactions to certain investors.

New Senior Secured Credit Facilities

      In connection with the closing of this offering and in addition to the senior subordinated notes offering, we expect to repay our existing credit facilities and enter into the new senior secured credit facilities with a syndicate of lenders. The new senior secured credit facilities will consist of a five-year revolving credit facility in the amount of $60.0 million (a portion of which will be available to Capital Environmental in Canadian dollars) and a seven-year term loan facility in the amount of $100.0 million.

      The new senior secured credit facilities will be secured by substantially all of our assets and the assets of our U.S. restricted subsidiaries as well as shares of capital stock of our U.S. restricted subsidiaries held by us. Prior to the migration transaction, the new senior secured credit facilities will be guaranteed by Capital Environmental and its Canadian subsidiaries and secured by substantially all of their assets (including shares of capital stock of Waste Services). After the completion of our migration transaction, Capital Environmental and its Canadian subsidiaries will no longer guarantee or pledge all of their assets, but 65% of the common shares of our first tier non-U.S. subsidiaries will be pledged to secure our obligations under the new senior secured credit facilities. The terms, conditions and covenants of the new senior secured credit facilities are subject to the negotiation, execution and delivery of definitive documentation.

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