UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported) August 1,
2008
WASTE
CONNECTIONS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
1-31507
|
94-3283464
|
|
(State
or Other
Jurisdiction
of Incorporation) |
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
35
Iron Point Circle, Suite 200
Folsom,
CA 95630
(Address
of Principal Executive Offices) (Zip
Code)
|
||
(916)
608-8200
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
1.01. Entry into a Material Definitive Agreement.
On August 1, 2008, Waste Connections,
Inc. (the “Company”) entered into a Stock Purchase Agreement with Harold LeMay
Enterprises, Incorporated and its shareholders pursuant to which the Company
agreed to purchase all of the outstanding capital stock of Harold LeMay
Enterprises, Incorporated from its shareholders for a purchase price of
$203,325,000, subject to adjustments. Concurrently, on August 1,
2008, Waste Connections of Washington, Inc., a subsidiary of the Company
(“WCWI”), entered into an Equity Purchase Agreement with Land Recovery, Inc.,
Resource Investments, Inc. and the shareholders of Land Recovery, Inc. and
Resource Investments, Inc. Pursuant to the Equity Purchase
Agreement, WCWI agreed to purchase from the sellers all of their membership
interests of Pierce County Recycling, Composting and Disposal, LLC and all of
their shares of capital stock of Pierce County Landfill Management, Inc. for a
purchase price of $100,000,000. Pierce County Recycling, Composting
and Disposal, LLC and Pierce County Landfill Management, Inc., which are
currently majority-owned subsidiaries of the Company, will become wholly-owned
subsidiaries of the Company upon closing of this transaction.
The Stock Purchase Agreement and Equity
Purchase Agreement also contain customary representations and warranties,
covenants, conditions and post-closing indemnities. The closing of
each transaction, which is conditioned on the closing of the other, is subject
to the receipt of necessary consents, regulatory approvals and other customary
closing conditions. In addition, the Stock Purchase Agreement
is subject to the satisfactory completion of the Company’s due diligence
review. The transactions are expected to close in the fourth quarter
of 2008.
Copies of the Stock Purchase Agreement
and Equity Purchase Agreement are attached hereto as Exhibits 2.1 and 2.2,
respectively, and are incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On August 5, 2008, the Company issued a
press release entitled, “Waste Connections Announces Agreement to Acquire Harold
LeMay Enterprises,” a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
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2.1
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Stock
Purchase Agreement dated as of August 1, 2008 by and among Waste
Connections, Inc., on the one hand, and Harold LeMay Enterprises,
Incorporated and its shareholders, on the other
hand.
|
|
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2.2
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Equity
Purchase Agreement dated as of August 1, 2008 by and among Waste
Connections of Washington, Inc., Land Recovery, Inc., Resource
Investments, Inc. and the shareholders of Land Recovery, Inc. and Resource
Investments, Inc.
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|
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99.1
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Press
Release, dated August 5, 2008, issued by Waste Connections,
Inc.
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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.
Dated: August
7, 2008
| WASTE CONNECTIONS, INC. | |||
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By:
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/s/ Worthing F. Jackman | |
| Name: Worthing F. Jackman | |||
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Title: Executive
Vice President and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Stock
Purchase Agreement dated as of August 1, 2008 by and among Waste
Connections, Inc., on the one hand, and Harold LeMay Enterprises,
Incorporated and its shareholders, on the other hand.
|
|
2.2
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Equity
Purchase Agreement dated as of August 1, 2008 by and among Waste
Connections of Washington, Inc., Land Recovery, Inc., Resource
Investments, Inc. and the shareholders of Land Recovery, Inc. and Resource
Investments, Inc.
|
|
99.1
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Press
Release, dated August 5, 2008, issued by Waste Connections,
Inc.
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