3//SEC Filing
WASTE INDUSTRIES USA INC 3
Accession 0000895345-07-000569
CIK 0001125845operating
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 8:56 PM ET
Size
16.8 KB
Accession
0000895345-07-000569
Insider Transaction Report
Form 3
Holdings
- 4,494(indirect: See Footnotes)
Common Stock, no par value
Footnotes (6)
- [F1]This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), and GS Direct, L.L.C. ("GS Direct" and collectively with GS Group and Goldman Sachs, the "Reporting Persons"). The ownership reflected on Table 1 reflects shares of Common Stock beneficially owned directly by Goldman Sachs and which may be deemed to be beneficially owned indirectly by GS Group, and takes into account open short positions held by Goldman Sachs or another wholly-owned subsidiary of GS Group.
- [F2]On October 22, 2007, Lonnie C. Poole Jr., the Chairman of the Board of Directors of Waste Industries USA, Inc. (the "Issuer"), Jim W. Perry, the President, Chief Executive Officer and a Director of the Issuer, GS Direct and Macquarie Infrastructure Partners Inc. ("MIP") delivered a letter (the "Proposal Letter") to the Special Committee of the Board of Directors of the Issuer in which it was proposed that Mr. Poole, certain Poole family members and entities (together with Mr. Poole, the "Poole Members"), Mr. Perry, GS Direct, and MIP (collectively, the "Investors") would offer to acquire by merger, through a newly formed entity, for a purchase price of $36.75 in cash per share, all of the outstanding shares of the Issuer's common stock, no par value (the "Common Stock"), other than any shares held by any of the Investors and shares held by members of the Issuer's senior management team that are to be invested in the transaction (the "Proposal").
- [F3]The Proposal Letter states that no binding obligation on the part of any person will arise with respect to the Proposal or any transaction until a mutually acceptable definitive merger agreement, for the acquisition of the outstanding Common Stock of the Issuer, is executed and delivered. No guarantees can be given that the proposed merger will be consummated.
- [F4]As a result of the Proposal, the Reporting Persons, with, among others, the Poole Members and Mr. Perry, may be deemed to constitute a "group", within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of Common Stock of the Issuer. This Form 3 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 3. Each of the Reporting Persons disclaims membership in any "group" with any other person and disclaims beneficial ownership of the securities reported in Table I except to the extent of its pecuniary interest therein, if any.
- [F5]Each Reporting Person also disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by, among others, the Poole Members, Mr. Perry, and any other persons other than the Reporting Persons.
- [F6]The securities reported herein may be deemed to be beneficially owned indirectly by GS Group by reason of the direct ownership of such securities by Goldman Sachs or another direct or indirect wholly-owned subsidiary of GS Group. Goldman Sachs is a wholly-owned subsidiary of GS Group.
Issuer
WASTE INDUSTRIES USA INC
CIK 0001125845
Entity typeoperating
IncorporatedNC
Related Parties
1- filerCIK 0001125845
Filing Metadata
- Form type
- 3
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 8:56 PM ET
- Size
- 16.8 KB