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As filed with the Securities and Exchange Commission on August 8, 2011

Registration No. 333-175107

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Casella Waste Systems, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  03-0338873
(I.R.S. Employer Identification Number)

25 Greens Hill Lane
Rutland, Vermont
(802) 775-0325
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



John W. Casella
Chairman and Chief Executive Officer
Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont 05701
(802) 775-0325
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



Copy to:

Jeffrey A. Stein
Erika L. Robinson

Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.



Registrant Guarantors

Exact Name of Registrant Guarantor as specified in
its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization
  Primary Standard
Industrial
Classification
Number
  I.R.S. Employer
Identification
Number
 

All Cycle Waste, Inc. 

  Vermont     4953     03-0343753  

Atlantic Coast Fibers, Inc. 

  Delaware     4953     22-3507048  

B. and C. Sanitation Corporation

  New York     4953     16-1329345  

Better Bedding Corp. 

  New York     4953     16-1472389  

Bristol Waste Management, Inc. 

  Vermont     4953     03-0326084  

C.V. Landfill, Inc. 

  Vermont     4953     03-0289078  

Casella Albany Renewables, LLC

  Delaware     4953     37-1573963  

Casella Major Account Services, LLC

  Vermont     4953     30-0297037  

Casella Recycling, LLC

  Maine     4953     01-0203130  

Casella Renewable Systems, LLC

  Delaware     4953     51-0636932  

Casella Transportation, Inc. 

  Vermont     4953     03-0357441  

Casella Waste Management of Massachusetts, Inc. 

  Massachusetts     4953     03-0364282  

Casella Waste Management of N.Y., Inc. 

  New York     4953     14-1794819  

Casella Waste Management of Pennsylvania, Inc. 

  Pennsylvania     4953     12-2876596  

Casella Waste Management, Inc. 

  Vermont     4953     03-0272349  

Casella Waste Services of Ontario, LLC

  New York     4953     06-1725553  

Chemung Landfill, LLC

  New York     4953     13-4311132  

Colebrook Landfill, LLC

  New Hampshire     4953     11-3760998  

Corning Community Disposal Service, Inc. 

  New York     4953     16-0979692  

CWM All Waste LLC

  New Hampshire     4953     54-2108293  

Forest Acquisitions, Inc. 

  New Hampshire     4953     02-0479340  

Grasslands Inc. 

  New York     4953     14-1782074  

GroundCo LLC

  New York     4953     57-1197475  

Hakes C & D Disposal, Inc. 

  New York     4953     16-0431613  

Hardwick Landfill, Inc. 

  Massachusetts     4953     04-3157789  

Hiram Hollow Regeneration Corp. 

  New York     4953     14-1738989  

The Hyland Facility Associates

  New York     4953     16-1347028  

KTI Bio Fuels, Inc. 

  Maine     4953     22-2520171  

KTI Environmental Group, Inc. 

  New Jersey     4953     22-2427727  

KTI New Jersey Fibers, Inc. 

  Delaware     4953     22-3601504  

KTI Operations Inc. 

  Delaware     4953     22-2908946  

KTI Specialty Waste Services, Inc. 

  Maine     4953     22-3375082  

KTI, Inc. 

  New Jersey     4953     22-2665282  

Maine Energy Recovery Company, Limited Partnership

  Maine     4953     22-2493823  

New England Landfill Solutions, LLC

  Massachusetts     4953     04-3521834  

New England Waste Services of Massachusetts, Inc. 

  Massachusetts     4953     04-3489747  

New England Waste Services of ME, Inc. 

  Maine     4953     01-0329311  

New England Waste Services of N.Y., Inc. 

  New York     4953     14-1794820  

New England Waste Services of Vermont, Inc. 

  Vermont     4953     03-0343930  

New England Waste Services, Inc. 

  Vermont     4953     03-0338865  

Newbury Waste Management, Inc. 

  Vermont     4953     03-0316201  

NEWS of Worcester LLC

  Massachusetts     4953     20-1970539  

NEWSME Landfill Operations LLC

  Maine     4953     20-0735025  

North Country Composting Services, Inc. 

  New Hampshire     4953     04-3369678  

North Country Environmental Services, Inc. 

  Virginia     4953     54-1496372  

North Country Trucking, Inc. 

  New York     4953     16-1468488  

Northern Properties Corporation of Plattsburgh

  New York     4953     14-1713791  

PERC, Inc. 

  Delaware     4953     22-2761012  

Exact Name of Registrant Guarantor as specified in
its Charter
  State or Other
Jurisdiction of
Incorporation
or Organization
  Primary Standard
Industrial
Classification
Number
  I.R.S. Employer
Identification
Number
 

Pine Tree Waste, Inc. 

  Maine     4953     01-0513956  

Portland C&D Site, Inc. 

  New York     4953     16-1374891  

ReSource Transfer Services, Inc. 

  Massachusetts     4953     04-3420289  

ReSource Waste Systems, Inc. 

  Massachusetts     4953     04-3333859  

Schultz Landfill, Inc. 

  New York     4953     16-1550413  

Southbridge Recycling & Disposal Park, Inc. 

  Massachusetts     4953     04-2964541  

Sunderland Waste Management, Inc. 

  Vermont     4953     03-0326083  

Total Waste Management Corp. 

  New Hampshire     4953     04-2718634  

U.S. Fiber, LLC

  North Carolina     4953     56-2026037  

Waste-Stream Inc. 

  New York     4953     14-1488894  

Winters Brothers, Inc. 

  Vermont     4953     03-0351118  

        The address, including zip code, and telephone number, including area code, of the principal executive office of each Registrant Guarantor listed above is the same as those of Casella Waste Systems, Inc.


EXPLANATORY NOTE

        This Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (File No. 333-175107) is being filed solely for the purpose of filing an updated Exhibit 5.1 in order to respond to comments received from the Securities and Exchange Commission. No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is being omitted from this filing.



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Rutland, State of Vermont on this 8th day of August 2011.

    CASELLA WASTE SYSTEMS, INC.

 

 

By:

 

/s/ JOHN W. CASELLA

        Name:   John W. Casella
        Title:   Chairman and Chief Executive Officer


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  Chairman and Chief Executive Officer (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Director

 

August 8, 2011

*

John F. Chapple III

 

Director

 

August 8, 2011

*

Gregory B. Peters

 

Director

 

August 8, 2011

*

James F. Callahan, Jr.

 

Director

 

August 8, 2011

*

Joseph G. Doody

 

Director

 

August 8, 2011

II-5


Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

James P. McManus
  Director   August 8, 2011

*

Michael K. Burke

 

Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-6


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    ALL CYCLE WASTE, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-7


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    ATLANTIC COAST FIBERS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and Director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-8


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    B. AND C. SANITATION CORPORATION

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-9


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    BETTER BEDDING CORP.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-10


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    BRISTOL WASTE MANAGEMENT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-11


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    C.V. LANDFILL, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-12


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA ALBANY RENEWABLES, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President

 

August 8, 2011

CASELLA RENEWABLE SYSTEMS, LLC

 

 

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

 

Sole Member†

 

August 8, 2011

Casella Albany Renewables, LLC has no directors or managers.


*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-13


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA MAJOR ACCOUNT SERVICES, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Secretary (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

CASELLA WASTE SYSTEMS, INC.

 

 

 

 

By:

 

/s/ JOHN W. CASELLA

John W. Casella
Chairman and Chief Executive Officer

 

Sole Member†

 

August 8, 2011

Casella Major Account Services, LLC has no directors or managers.

II-14


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA RECYCLING, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-15


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA RENEWABLE SYSTEMS, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President, Secretary and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President

 

August 8, 2011

CASELLA WASTE SYSTEMS, INC.

 

 

 

 

By:

 

/s/ JOHN W. CASELLA

John W. Casella
Chairman and Chief Executive Officer

 

Sole Member†

 

August 8, 2011

Casella Renewable Systems, LLC has no directors or managers.


*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-16


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA TRANSPORTATION, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  Vice President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-17


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA WASTE MANAGEMENT OF MASSACHUSETTS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-18


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA WASTE MANAGEMENT OF N.Y., INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-19


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA WASTE MANAGEMENT OF PENNSYLVANIA, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-20


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA WASTE MANAGEMENT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  Vice President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-21


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CASELLA WASTE SERVICES OF ONTARIO, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Secretary (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

NEW ENGLAND WASTE SERVICES OF N.Y., INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

 

Sole Member†

 

August 8, 2011

Casella Waste Services of Ontario, LLC has no directors or managers.

II-22


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CHEMUNG LANDFILL, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasure

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Secretary (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

NEW ENGLAND WASTE SERVICES OF N.Y., INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

 

Sole Member†

 

August 8, 2011

Chemung Landfill, Inc. has no directors or managers.

II-23


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    COLEBROOK LANDFILL, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Secretary (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

NEW ENGLAND WASTE SERVICES, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

 

Sole Member†

 

August 8, 2011

Colebrook Landfill LLC. has no directors or managers.

II-24


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CORNING COMMUNITY DISPOSAL SERVICE, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-25


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    CWM ALL WASTE LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

CASELLA WASTE MANAGEMENT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

 

Sole Member†

 

August 8, 2011

CWM All Waste LLC has no directors or managers.

II-26


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    FOREST ACQUISITIONS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President, Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-27


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    GRASSLANDS INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and Director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-28


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    GROUNDCO LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

 

Sole Member†

 

August 8, 2011

GroundCo LLC has no directors or managers.

II-29


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    HAKES C & D DISPOSAL, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-30


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    HARDWICK LANDFILL, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-31


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    HIRAM HOLLOW REGENERATION CORP.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-32


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    THE HYLAND FACILITY ASSOCIATES

 

 

By:

 

Casella Waste Management of N.Y., Inc. its managing partner†

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
CASELLA WASTE MANAGEMENT OF N.Y., INC.    

By:

 

/s/ JOHN W. CASELLA

John W. Casella
President and Director

 

General Partner†

 

August 8, 2011

/s/ JOHN W. CASELLA

John W. Casella

 

Director of Casella Waste Management of N.Y., Inc.

 

August 8, 2011

*

Douglas R. Casella

 

Director of Casella Waste Management of N.Y., Inc.

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

The Hyland Facility Associates has no officers or directors.

II-33


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    KTI BIO FUELS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-34


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    KTI ENVIRONMENTAL GROUP, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-35


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    KTI NEW JERSEY FIBERS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-36


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    KTI OPERATIONS INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and Director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-37


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    KTI SPECIALTY WASTE SERVICES, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-38


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    KTI, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-39


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    MAINE ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

 

 

By:

 

KTI Environmental Group, Inc.,
its general partner†

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
KTI ENVIRONMENTAL GROUP, INC.    

By:

 

/s/ JOHN W. CASELLA

John W. Casella
President and Director

 

General Partner†

 

August 8, 2011

 

 

/s/ JOHN W. CASELLA

John W. Casella

 

Director of KTI Environmental Group, Inc.

 

August 8, 2011

 

 

*

Douglas R. Casella

 

Director of KTI Environmental Group, Inc.

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

Maine Energy Recovery Company, Limited Partnership has no officers or directors.

II-40


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEW ENGLAND LANDFILL SOLUTIONS, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-41


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEW ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  Vice President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-42


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEW ENGLAND WASTE SERVICES OF ME, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-43


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEW ENGLAND WASTE SERVICES OF N.Y., INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-44


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEW ENGLAND WASTE SERVICES OF VERMONT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-45


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEW ENGLAND WASTE SERVICES, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-46


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEWBURY WASTE MANAGEMENT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-47


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEWS OF WORCESTER LLC

 

 

By:

 

Casella Waste Systems, Inc.,
its sole member*

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

CASELLA WASTE SYSTEMS, INC.    

By:

 

/s/ JOHN W. CASELLA

John W. Casella
Chairman and Chief Executive Officer

 

Sole Member

 

August 8, 2011

*
NEWS of Worcester LLC has no officers or directors.

II-48


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NEWSME LANDFILL OPERATIONS LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

NEW ENGLAND WASTE SERVICES OF ME, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Principal Financial and Accounting Officer

 

Sole Member†

 

August 8, 2011

NEWSME Landfill Operations LLC has no directors or managers.

II-49


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    North Country Composting Services, Inc.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-50


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-51


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NORTH COUNTRY TRUCKING, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-52


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    NORTHERN PROPERTIES CORPORATION OF PLATTSBURGH

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and Director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-53


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    PERC, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and Director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-54


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    PINE TREE WASTE, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer and Director (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-55


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    PORTLAND C&D SITE, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-56


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    RESOURCE TRANSFER SERVICES, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-57


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    RESOURCE WASTE SYSTEMS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-58


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    SCHULTZ LANDFILL, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-59


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    SOUTHBRIDGE RECYCLING & DISPOSAL PARK, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-60


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    SUNDERLAND WASTE MANAGEMENT, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-61


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    TOTAL WASTE MANAGEMENT CORP.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-62


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    U.S. FIBER, LLC

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-63


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    WASTE-STREAM INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  Vice President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-64


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rutland, State of Vermont, on this 8th day of August, 2011.

    WINTERS BROTHERS, INC.

 

 

By:

 

/s/ EDWIN D. JOHNSON

Edwin D. Johnson
Vice President and Treasurer

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JOHN W. CASELLA

John W. Casella
  President and Director (Principal Executive Officer)   August 8, 2011

/s/ EDWIN D. JOHNSON

Edwin D. Johnson

 

Vice President and Treasurer (Principal Financial and Accounting Officer)

 

August 8, 2011

*

Douglas R. Casella

 

Vice President and Director

 

August 8, 2011

*By:

 

/s/ JOHN W. CASELLA

John W. Casella
Attorney-in-fact

 

 

 

 

II-65



EXHIBIT INDEX

Exhibit No.   Description
  1 * Form of Underwriting Agreement
        
  3.1 *** Second Amended and Restated Certificate of Incorporation of Casella Waste Systems, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to the quarterly report on Form 10-Q of Casella Waste Systems Inc. as filed December 7, 2007 (file no. 000-23211))
        
  3.2 *** Third Amended and Restated By-Laws of Casella Waste Systems, Inc., (incorporated herein by reference to Exhibit 3.1 to the quarterly report on Form 10-Q of Casella Waste Systems Inc. as filed February 27, 2009 (file no. 000-23211))
        
  4.1 *** Form of Senior Indenture
        
  4.2 *** Form of Subordinated Indenture
        
  4.3 * Form of Senior Note
        
  4.4 * Form of Subordinated Note
        
  4.5 * Form of Depositary Agreement
        
  4.6 * Form of Warrant Agreement
        
  4.7 * Form of Purchase Contract Agreement
        
  4.8 * Form of Unit Agreement
        
  5.1   Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
        
  12 *** Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
        
  23.1 *** Consent of McGladrey & Pullen, LLP
        
  23.2 *** Consent of Caturano and Company, Inc.
        
  23.3 *** Consent of PricewaterhouseCoopers LLP
        
  23.4   Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
        
  24.1 *** Powers of Attorney (included in the signature pages to the Registration Statement)
        
  25.1 ** The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture
        
  25.2 ** The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture

*
To be filed by amendment or by a Current Report on Form 8-K.

**
To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

***
Previously filed.

II-66




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