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) November 3,
2008
WASTE
CONNECTIONS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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1-31507
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94-3283464
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(State or Other
Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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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 (see
General Instruction A.2. below):
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
7.01. Regulation FD Disclosure.
On
November 3, 2008, we issued a press release titled “Waste Connections Completes
LeMay Acquisition,” a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
8.01. Other Events.
On
November 3, 2008, we completed the acquisition of all of the outstanding capital
stock of Harold LeMay Enterprises, Incorporated, or HLE, for an aggregate
purchase price of $210,894,349, which amount includes the assumption of
$18,260,000 of indebtedness and other adjustments. Concurrently, on
November 3, 2008, our wholly-owned subsidiary Waste Connections of Washington,
Inc., or WCWI, completed the purchase of all membership interests of Pierce
County Recycling, Composting and Disposal, LLC and all shares of capital stock
of Pierce County Landfill Management, Inc. not already owned by us for an
aggregate purchase price of $103,665,296. Upon the closing of this
transaction, Pierce County Recycling, Composting and Disposal, LLC and Pierce
County Landfill Management, Inc. became our wholly-owned
subsidiaries.
The
purchase of HLE was consummated pursuant to the terms of a Stock Purchase
Agreement, dated as of August 1, 2008, as amended, by and among the Company, HLE
and the shareholders of HLE. The purchase by WCWI of the remaining
membership interests of Pierce County Recycling, Composting and Disposal, LLC
and the remaining shares of capital stock of Pierce County Landfill Management,
Inc. was consummated pursuant to the terms of an Equity Purchase Agreement,
dated as of August 1, 2008, as amended, by and among WCWI, Land Recovery, Inc.,
Resource Investments, Inc. and the shareholders of Land Recovery, Inc. and
Resource Investments, Inc. The execution of the Stock Purchase
Agreement and Equity Purchase Agreement were previously disclosed in our Current
Report on Form 8-K filed on August 7, 2008.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press
Release, dated November 3, 2008, issued by Waste Connections,
Inc.
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