- Amended Statement of Beneficial Ownership (SC 13D/A)
03 7월 2010 - 3:10AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 1)
(Name of Issuer)
Common
Stock, $.01 par value
(Title of Class of Securities)
(CUSIP Number)
James
J. Connors, II
c/o
Kelso & Company
320
Park Avenue
24
th
Floor
New
York, New York 10022
(212)
751-3939
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Kelso Investment Associates VI, L.P.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0 shares
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8
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Shared Voting Power
0 shares
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9
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Sole Dispositive Power
0 shares
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10
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Shared Dispositive Power
0 shares
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
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0%
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14
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Type of Reporting Person
(See Instructions)
PN
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2
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Kelso GP VI, LLC
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0 shares
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8
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Shared Voting Power
0 shares
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9
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Sole Dispositive Power
0 shares
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10
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Shared Dispositive Power
0 shares
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
;
0%
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14
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Type of Reporting Person
(See Instructions)
OO (Limited Liability Company)
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3
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
KEP VI, LLC
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0 shares
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|
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|
8
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Shared Voting Power
0 shares
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9
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Sole Dispositive Power
0 shares
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10
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Shared Dispositive Power
0 shares
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11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
;
0%
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14
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Type of Reporting Person
(See Instructions)
OO (Limited Liability Company)
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4
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Frank T. Nickell
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0 shares
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8
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Shared Voting Power
0 shares
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9
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Sole Dispositive Power
0 shares
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10
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Shared Dispositive Power
0 shares
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11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
;
0%
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14
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Type of Reporting Person
(See Instructions)
IN
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5
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Thomas R. Wall, IV
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
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Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
;
0%
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14
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Type of Reporting Person
(See Instructions)
IN
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6
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
George E. Matelich
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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|
|
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4
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Source of Funds (See
Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
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|
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
;
0%
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14
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Type of Reporting Person
(See Instructions)
IN
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7
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Frank K. Bynum, Jr.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
|
|
|
|
|
4
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Source of Funds (See
Instructions)
OO
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|
|
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5
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
|
|
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6
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Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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|
|
|
|
13
|
Percent of Class Represented
by Amount in Row (11)
;
0%
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14
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Type of Reporting Person
(See Instructions)
IN
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8
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Philip E. Berney
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
|
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|
|
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4
|
Source of Funds (See
Instructions)
OO
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5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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|
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
;
0%
|
|
|
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|
14
|
Type of Reporting Person
(See Instructions)
IN
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9
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
Frank J. Loverro
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See
Instructions)
OO
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|
|
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5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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|
|
6
|
Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
;
0%
|
|
|
|
|
14
|
Type of Reporting Person
(See Instructions)
IN
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10
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CUSIP No.
941075103
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13D
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1
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Name of Reporting Person.
James J. Connors, II
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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|
(a)
|
o
|
|
|
|
(b)
|
x
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|
|
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|
3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See
Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
;
0%
|
|
|
|
|
14
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
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11
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CUSIP No.
941075103
|
13D
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1
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Name of Reporting Person.
Michael B. Goldberg
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2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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|
|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See
Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
|
|
13
|
Percent of Class Represented
by Amount in Row (11)
;
0%
|
|
|
|
|
14
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
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|
12
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CUSIP No.
941075103
|
13D
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1
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Name of Reporting Person.
David I. Wahrhaftig
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2
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
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|
(a)
|
o
|
|
|
|
(b)
|
x
|
|
|
|
|
3
|
SEC Use Only
|
|
|
|
|
4
|
Source of Funds (See
Instructions)
OO
|
|
|
|
|
5
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
|
|
6
|
Citizenship or Place of Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0 shares
|
|
|
|
8
|
Shared Voting Power
0 shares
|
|
|
|
9
|
Sole Dispositive Power
0 shares
|
|
|
|
10
|
Shared Dispositive Power
0 shares
|
|
|
|
|
11
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
0 shares
|
|
|
|
|
12
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
|
|
13
|
Percent of Class
Represented by Amount in Row (11)
;
0%
|
|
|
|
|
14
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
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13
Amendment No. 1 to Schedule 13D
This Amendment No. 1 to
Schedule 13D (“Amendment No. 1”) is filed by Kelso GP VI, LLC; Kelso
Investment Associates VI, L.P.; KEP VI, LLC (the “Kelso Entities”); Frank T.
Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg;
Frank K. Bynum, Jr.; David I. Wahrhaftig; Philip E. Berney; Frank J.
Loverro; and James J. Connors, II (together with the Kelso Entities, the “Reporting
Persons”) to amend the Schedule 13D filed by the Reporting Persons on November 19,
2009 (as amended, the “Schedule 13D”). Capitalized terms used but not defined
in this Amendment No. 1 shall have the meanings given in the Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Schedule 13D
is hereby amended and restated in its entirety as follows:
“This Schedule 13 D relates
to the common stock, par value $0.01 per share, of Waste Services, Inc.
(the “Issuer” or the “Company”). The
Issuer’s principal executive offices are located at 1122 International Blvd., Suite 601,
Burlington, Ontario, Canada L7L 6Z8.”
Item 3. Source and Amount of Funds
or Other Consideration
Item 3 of the Schedule 13D
is hereby amended and restated in its entirety as follows:
“As described in Item 4
below, as a result of the consummation of the Merger, the Reporting Persons do
not beneficially own any shares of the Company’s common stock.”
Item 4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended by replacing the eleventh paragraph
thereof with the following:
“At a special meeting of
shareholders of the Company held on June 30, 2010 (the “Special Meeting”),
at which a quorum was present, the Merger Agreement was approved by a majority
of the outstanding shares of the Company’s common stock entitled to vote at the
Special Meeting. On July 2, 2010, pursuant to the terms of the Merger
Agreement, Merger Sub merged with and into the Company and the separate
corporate existence of Merger Sub ceased and the Company continued as the
surviving corporation. Pursuant to the Merger Agreement, each outstanding share
of the Company’s common stock was converted into the right to receive 0.5833
shares of IESI-BFC common stock.
Item 5. Interest in Securities of
the Issuer
Item 5 of Schedule 13D is
hereby amended and restated in its entirety as follows:
(a, b) As described in Item
4 above, as a result of the consummation of the Merger, the Reporting Persons
do not currently own any shares of the Company’s common stock.
(c) Except as described
in this Schedule 13D, during the past 60 days there have been no other
transactions in the securities of the Issuer effected by the Reporting Persons.
(d) Not applicable.
(e) On July 2,
2010, each of the Reporting Persons ceased to be the beneficial owner of more
than five percent of the Company’s common stock.
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Item 7. Material to be Filed as
Exhibits
Item 7 is hereby amended and
supplemented by adding the following:
Exhibit 99.4: Joint Filing Agreement*
*Filed herewith.
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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KELSO INVESTMENT
ASSOCIATES VI, L.P.
By: Kelso GP VI, LLC its
General Partner
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By:
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*
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KEP VI, LLC
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By:
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*
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KELSO GP VI, LLC
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By:
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*
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*
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Frank T. Nickell
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*
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Thomas R. Wall, IV
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*
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George E. Matelich
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*
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Frank K. Bynum, Jr.
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*
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Philip E. Berney
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*
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Frank J. Loverro
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*
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James J. Connors, II
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*
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Michael B. Goldberg
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*
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David I. Wahrhaftig
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* The undersigned, by signing his name hereto,
executes this Amendment No. 1 pursuant to the Power of Attorney
executed on behalf of the above-named entities and individuals, filed with the
Schedule 13D and incorporated by reference herein.
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By:
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/s/ Rosanna T. Leone
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Rosanna T. Leone
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Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit No.
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Exhibit
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99.4
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Joint Filing Agreement*
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Filed herewith *
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Waste Services (MM) (NASDAQ:WSII)
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부터 3월(3) 2025 으로 4월(4) 2025
Waste Services (MM) (NASDAQ:WSII)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 4월(4) 2025
