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 31, 2004
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
COMMISSION FILE NO. 0-23981
94-3283464
(I.R.S. Employer Identification No.)
35 Iron Point Circle, Suite 200, Folsom, CA 95630
(Address of principal executive offices)
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Officers.
Effective September 1, 2004, our Board of Directors has appointed Steven F.
Bouck, 47, President of Waste Connections. Ronald J. Mittelstaedt will remain in
the positions of Chief Executive Officer and Chairman of the Board of Directors.
Additionally, effective September 1, 2004, our Board of Directors appointed
Worthing F. Jackman, 39, as Executive Vice President and Chief Financial
Officer, the position formerly held by Mr. Bouck.
Ronald J. Mittelstaedt has been President, Chief Executive Officer and a
director since Waste Connections was formed, and was elected Chairman in January
1998. He remains the Chief Executive Officer and Chairman. He has more than 15
years of experience in the solid waste industry. He served as a consultant to
United Waste Systems, Inc., with the title of Executive Vice President, from
January 1997 to August 1997, where he was responsible for corporate development
for all states west of Colorado. As Regional Vice President of USA Waste
Services, Inc. (including Sanifill, Inc., which was acquired by USA Waste
Services, Inc.) from November 1993 to January 1997, he was responsible for all
operations in 16 states and Canada. Ronald Mittelstaedt held various positions
at Browning-Ferris Industries, Inc. ("BFI") from August 1988 to November 1993,
most recently as Division Vice President in northern California, overseeing the
San Jose market. Previously he was the District Manager responsible for BFI's
operations in Sacramento and the surrounding areas. He holds a B.S. degree in
Finance from the University of California at Santa Barbara.
Steven F. Bouck was Executive Vice President and Chief Financial Officer
from February 1998 until his appointment as President. He held various positions
with First Analysis Corporation from 1986 to 1998, including most recently as
Managing Director coordinating corporate finance. In that capacity, he provided
merger and acquisition advisory services to companies in the environmental
industry. Steven Bouck was also responsible for investing venture capital funds
focused on the environmental industry that were managed by First Analysis. In
connection with those investments, he served on the boards of directors of
several companies. He holds B.S. and M.S. degrees in mechanical engineering from
Rensselaer Polytechnic Institute and an M.B.A. in Finance from the Wharton
School. He has been a Chartered Financial Analyst since 1990.
Worthing F. Jackman was Vice President - Finance and Investor Relations
from April 2003 until his appointment as Executive Vice President and Chief
Financial Officer. Prior to joining the Company, he held various investment
banking positions with Alex. Brown & Sons, now Deutsche Bank Securities, Inc.,
since 1991, including most recently as a Managing Director within the Global
Industrial & Environmental Services Group. In that capacity, he provided capital
markets and strategic advisory services to companies in a variety of sectors,
including solid waste services. He holds a B.S. in Finance from Syracuse
University and an M.B.A. from the Harvard Business School.
Waste Connections employs John Felts, the brother-in-law of Ronald
Mittelstaedt, as a Network Manager. The total salary and bonus compensation we
paid to John Felts in 2003 was $80,066. In addition, Mr. Felts realized a gain
of $29,757 in 2003 on the sale of common stock received on exercise of options.
In 2003, we granted options to Mr. Felts for 5,000 shares of our common stock.
The options were granted on the same terms and conditions as options to all
other employees.
We intend to enter into a new employment agreement with Mr. Bouck, the
terms of which have not yet been determined. We do not intend to enter into a
new employment agreement with Mr. Mittelstaedt or Mr. Jackman. The terms of the
existing employment agreements are disclosed in the annual proxy statement filed
on April 8, 2004.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) The following Exhibits are furnished herewith:
99.1 Press release, dated August 31, 2004.
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.
WASTE CONNECTIONS, INC.
(Registrant)
BY: /s/ Ronald J. Mittelstaedt
Date: August 31, 2004 ---------------------------
Ronald J. Mittelstaedt,
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. DESCRIPTION
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99.1 Press release dated August 31, 2004, issued by Waste Connections,
Inc.