UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JUNE 13, 2002
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CASELLA WASTE SYSTEMS, INC.
(Exact name of registrant as specified in its chapter)
Delaware 000-23211 03-0338873
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
25 GREENS HILL LANE, RUTLAND, VERMONT 05701
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (802) 775-0325
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(Former name or former address, if changed since last report)
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Audit Committee of the Board of Directors (the "Audit Committee") of
Casella Waste Systems, Inc. (the "Company") considers and recommends to the
Board of Directors the selection of the Company's independent public
accountants. As recommended by the Audit Committee, the Board of Directors on
May 20, 2002, decided to no longer engage its independent accountants, Arthur
Andersen LLP, and engaged KPMG LLP ("KPMG") to serve as the Company's
independent accountants for the fiscal year ending April 30, 2003 and to
audit the Company's financial statements for the fiscal year ended April 30,
2002. The Audit Committee's recommendation to engage KPMG was based on the
assumption that certain individuals from Arthur Andersen's Boston, Mass.
office, including the team auditing the Company, would join KPMG. That event
did not occur. As a result, the Audit Committee subsequently reconsidered its
recommendation and, as recommended by the Audit Committee, the Board of
Directors on June 13, 2002 decided to no longer engage KPMG, and engaged
PricewaterhouseCoopers LLP ("PWC") to serve as the Company's independent
accountants for the fiscal year ending April 30, 2003 and to audit the
Company's financial statements for the fiscal year ended April 30, 2002. The
appointment of PWC is subject to ratification by the Company's stockholders
at the 2002 annual meeting of stockholders.
KPMG did not report on the Company's consolidated financial statements for
the fiscal years ended April 30, 2001 and April 30, 2000 and therefore did not
issue a report that contained any adverse opinion or disclaimer of opinion, or
that was qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years ended April 30, 2002 and April 30,
2001, and the subsequent interim period through the date of this Form 8-K, there
were (i) no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to KPMG's satisfaction, would have caused them to make reference
to the subject matter in connection with their reports on the Company's
consolidated financial statements for such years, and (ii) no reportable events,
as listed in Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of the foregoing disclosures.
Attached to this report as Exhibit 16.1, and incorporated herein by reference,
is a copy of KPMG's letter to the Securities and Exchange Commission, dated June
13, 2002, stating KPMG's agreement with such statements.
During the two most recent fiscal years ended April 30, 2002 and April 30,
2001, and the subsequent interim period through the date of this Form 8-K, the
Company did not consult with
PWC with respect to any of the matters or events set forth in Item 304(a)(2)(i)
and (ii) of Regulation S-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
16.1 Letter from KPMG LLP to the Securities and Exchange
Commission, dated June 13, 2002.
SIGNATURE
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 thereunto duly authorized.
CASELLA WASTE SYSTEMS, INC.
BY: /S/ JOHN W. CASELLA
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Name: John W. Casella
Title: Chief Executive Officer
Date: June 18, 2002
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
16.1 Letter from KPMG LLP to the Securities and Exchange Commission,
dated June 13, 2002.