-----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, Sklew2cEnx0lPa73hb3Yz8qoUfvgD++gq8/M5glNKq+Pe/ng6hcZxKBqPv2uOxmO H0peCANi/smgcH/pw8/saA== 0000914121-99-000371.txt : 19990420 0000914121-99-000371.hdr.sgml : 19990420 ACCESSION NUMBER: 0000914121-99-000371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990414 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KTI INC CENTRAL INDEX KEY: 0000931581 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 222665282 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25490 FILM NUMBER: 99596519 BUSINESS ADDRESS: STREET 1: 7000 BLVD E CITY: GUTTENBERG STATE: NJ ZIP: 07093 BUSINESS PHONE: 2018547777 MAIL ADDRESS: STREET 1: 7000 BOULEVARD EAST CITY: GUTTENBERG STATE: NJ ZIP: 07093 8-K 1 CURRENT REPORT 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, 1999 - -------------------------------------------------------------------------------- KTI, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) New Jersey - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 33-85234 22-2665282 ------------------------ ----------------------------------- (Commission File Number) (IRS Employer Identification No.) (201) 854-7777 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On April 14, 1999, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1. Exhibit 99.1 is incorporated herein by reference. On April 16, 1999, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.2. Exhibit 99.2 is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release of the Registrant, dated April 14, 1999 99.2 Press Release of the Registrant, dated April 16, 1999 SIGNATURES 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 hereunto duly authorized. Date: April 16, 1999 KTI, INC. (Registrant) By: /s/ Martin J. Sergi ---------------------------------- Martin J. Sergi President EX-99.1 2 PRESS RELEASE KTI Response to Casella Waste Systems Statement GUTTENBERG, N.J., April 14, 1999 -- KTI, Inc. (Nasdaq: KTIE) announced that today it had received a notice from Casella Waste Systems, Inc. stating its "intention to terminate the Merger Agreement... on account of the breach by KTI, Inc. as of the date of the Agreement" of certain representations contained in the merger agreement between the two companies. The notice alleged breaches of, among other things, representations and warranties on financial statements, contingent liabilities, financial condition, operations and properties and environmental compliance and said that KTI had 30 days to cure such breaches or Casella intended to terminate the merger agreement. While KTI is studying the notice, based upon its initial review it does not believe that there has been any breach of the merger agreement. KTI intends to work with Casella during the 30 day period to try and resolve any concerns Casella may have. If KTI is unable to resolve such Casella concerns, it intends to pursue its remedies under the merger agreement. There can be no assurance that the merger of KTI and Casella will occur or on what terms it will occur. For further information, contact Marty Sergi at KTI, Inc., (201) 854-777 or Frank N. Hawkins, Jr. or Julie Marshall, Hawk Associates, Inc. at (305) 852-2383. Copies of KTI press releases, SEC filings, current price quotes, stock charts and other information for investors may be found on the website http://www.hawkassociates.com. This release contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which represent the company's expectations or beliefs concerning future events of the company's financial performance. These forward-looking statements are qualified by important factors that could cause actual results to differ materially from expected results included in these statements. EX-99.2 3 PRESS RELEASE KTI, Inc. Delays Filing Form 10-K --------------------------------- GUTTENBERG, N.J., April 16, 1999 -- KTI, Inc. (Nasdaq: KTIE) announced today that due to the previously announced recent developments regarding its merger agreement with Casella Waste Systems, Inc., it would not be able to file its annual report on Form 10-K with the Securities and Exchange Commission on a timely basis, on or before April 15, 1999. KTI will endeavor to file its annual report with the Securities and Exchange Commission as promptly as practicable. KTI does not expect that the results of operations for the period ended December 31, 1998 set forth in the Form 10-K when filed will deviate from those announced on March 30, 1999. For further information, contact Ross Pirasteh at KTI, Inc. (201) 854-7777 or Frank N. Hawkins, Jr. or Julie Marshall, Hawk Associates Inc. at (305) 852-2383. Copies of KTI press releases, SEC filings, current price quotes, stock charts and other information for investors may be found on the website http://www.hawkassociates.com. This release contains various forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which represent the company's expectations or beliefs concerning future events of the company's financial performance. These forward-looking statements are qualified by important factors that could cause actual results to differ materially from expected results included in these statements. -----END PRIVACY-ENHANCED MESSAGE-----