-----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, AiUW4JXrbwgOMembnyTi5IiBy0Yy6lJTb+UbVrxUFFq1p5rpeCP9mJk9MiQ6KvWw rskXlUXZEj1Q69SNjhRdcg== 0001104659-10-036916.txt : 20100702 0001104659-10-036916.hdr.sgml : 20100702 20100702140946 ACCESSION NUMBER: 0001104659-10-036916 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100702 DATE AS OF CHANGE: 20100702 GROUP MEMBERS: DAVID I. WAHRHAFTIG GROUP MEMBERS: FRANK J. LOVERRO GROUP MEMBERS: FRANK K. BYNUM, JR. GROUP MEMBERS: FRANK T. NICKELL GROUP MEMBERS: GEORGE E. MATELICH GROUP MEMBERS: JAMES J. CONNORS, II GROUP MEMBERS: KELSO GP VI, LLC GROUP MEMBERS: KEP VI, LLC GROUP MEMBERS: MICHAEL B. GOLDBERG GROUP MEMBERS: PHILIP E. BERNEY GROUP MEMBERS: THOMAS R. WALL, IV FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELSO INVESTMENT ASSOCIATES VI L P CENTRAL INDEX KEY: 0001141448 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASTE SERVICES, INC. CENTRAL INDEX KEY: 0001065736 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57445 FILM NUMBER: 10935380 BUSINESS ADDRESS: STREET 1: 1122 INTERNATIONAL BLVD., SUITE 601 CITY: BURLINGTON STATE: A6 ZIP: L7L 6Z8 BUSINESS PHONE: 9053191237 MAIL ADDRESS: STREET 1: 1122 INTERNATIONAL BLVD., SUITE 601 CITY: BURLINGTON STATE: A6 ZIP: L7L 6Z8 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ENVIRONMENTAL RESOURCE INC DATE OF NAME CHANGE: 19990421 SC 13D/A 1 a10-13603_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Waste Services, Inc.

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

941075103

(CUSIP Number)

 

James J. Connors, II

c/o Kelso & Company

320 Park Avenue

24th Floor

New York, New York  10022

(212) 751-3939

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 2, 2010

(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

 


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Kelso Investment Associates VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Kelso GP VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

3


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
KEP VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 

4


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Frank T. Nickell

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

5


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Thomas R. Wall, IV

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

6


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
George E. Matelich

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

7


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Frank K. Bynum, Jr.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

8


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Philip E. Berney

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

9


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Frank J. Loverro

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

10


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
James J. Connors, II

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

11


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
Michael B. Goldberg

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

12


 

CUSIP No.   941075103

13D

 

 

1

Name of Reporting Person.
David I. Wahrhaftig

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

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
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0 shares

 

8

Shared Voting Power
0 shares

 

9

Sole Dispositive Power
0 shares

 

10

Shared Dispositive Power
0 shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares

 

 

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);
0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

13


 

Amendment No. 1 to Schedule 13D

 

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is filed by Kelso GP VI, LLC; Kelso Investment Associates VI, L.P.; KEP VI, LLC (the “Kelso Entities”); Frank T. Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg; Frank K. Bynum, Jr.; David I. Wahrhaftig; Philip E. Berney; Frank J. Loverro; and James J. Connors, II (together with the Kelso Entities, the “Reporting Persons”) to amend the Schedule 13D filed by the Reporting Persons on November 19, 2009 (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings given in the Schedule 13D.

 

Item 1.                    Security and Issuer

 

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

“This Schedule 13 D relates to the common stock, par value $0.01 per share, of Waste Services, Inc. (the “Issuer” or the “Company”).  The Issuer’s principal executive offices are located at 1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8.”

 

Item 3.                    Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

“As described in Item 4 below, as a result of the consummation of the Merger, the Reporting Persons do not beneficially own any shares of the Company’s common stock.”

 

Item 4.                    Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended by replacing the eleventh paragraph thereof with the following:

 

“At a special meeting of shareholders of the Company held on June 30, 2010 (the “Special Meeting”), at which a quorum was present, the Merger Agreement was approved by a majority of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting. On July 2, 2010, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company and the separate corporate existence of Merger Sub ceased and the Company continued as the surviving corporation. Pursuant to the Merger Agreement, each outstanding share of the Company’s common stock was converted into the right to receive 0.5833 shares of IESI-BFC common stock.

 

Item 5.                    Interest in Securities of the Issuer

 

Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a, b) As described in Item 4 above, as a result of the consummation of the Merger, the Reporting Persons do not currently own any shares of the Company’s common stock.

 

(c) Except as described in this Schedule 13D, during the past 60 days there have been no other transactions in the securities of the Issuer effected by the Reporting Persons.

 

(d) Not applicable.

 

(e) On July 2, 2010, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Company’s common stock.

 

14


 

Item 7.                    Material to be Filed as Exhibits

 

Item 7 is hereby amended and supplemented by adding the following:

 

Exhibit 99.4:  Joint Filing Agreement*

 

*Filed herewith.

 

15


 

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.

 

 

KELSO INVESTMENT ASSOCIATES VI, L.P.

By: Kelso GP VI, LLC its General Partner

 

 

 

By:

*

 

 

 

 

KEP VI, LLC

 

 

 

 

By:

*

 

 

 

 

KELSO GP VI, LLC

 

 

 

 

By:

*

 

 

 

 

*

 

 

Frank T. Nickell

 

 

 

 

*

 

 

Thomas R. Wall, IV

 

 

 

 

*

 

 

George E. Matelich

 

 

 

 

*

 

 

Frank K. Bynum, Jr.

 

 

 

 

*

 

 

Philip E. Berney

 

 

 

 

*

 

 

Frank J. Loverro

 

 

 

 

*

 

 

James J. Connors, II

 

 

 

 

*

 

 

Michael B. Goldberg

 

 

 

 

*

 

 

David I. Wahrhaftig

 

* The undersigned, by signing his name hereto, executes this Amendment No. 1 pursuant to the Power of Attorney executed on behalf of the above-named entities and individuals, filed with the Schedule 13D and incorporated by reference herein.

 

 

 

By:

/s/ Rosanna T. Leone

 

 

Rosanna T. Leone

 

 

Attorney-in-Fact

 

16


 

INDEX TO EXHIBITS

 

Exhibit No.

 

Exhibit

 

 

 

99.4

 

Joint Filing Agreement*

 

Filed herewith *

 

17

 EX-99.4 2 a10-13603_1ex99d4.htm EX-99.4

Exhibit 99.4

 

Joint Filing Agreement

 

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D/A to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

 

Dated: July 2, 2010

 

KELSO INVESTMENT ASSOCIATES VI, L.P.

 

By: Kelso GP VI, LLC, its General Partner

 

 

 

 

 

 

*

 

 

 

 

 

KEP VI, LLC

 

 

 

 

 

 

*

 

 

 

 

 

KELSO GP VI, LLC

 

 

 

 

 

 

*

 

 

 

 

 

*

 

Frank T. Nickell

 

 

 

 

 

*

 

Thomas R. Wall, IV

 

 

 

 

 

*

 

George E. Matelich

 


 

 

*

 

Frank K. Bynum, Jr.

 

 

 

 

 

*

 

Philip E. Berney

 

 

 

 

 

*

 

Frank J. Loverro

 

 

 

 

 

*

 

James J. Connors, II

 

 

 

 

 

*

 

Michael B. Goldberg

 

 

 

 

 

*

 

David I. Wahrhaftig

 

* The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Power of Attorney executed on behalf of the above-named entities and individuals, filed with the Schedule 13D and incorporated by reference herein.

 

 

 

 

By:

/s/ Rosanna T. Leone

 

 

 

Rosanna T. Leone

 

 

 

Attorney-in-Fact

 

2

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