SEC 1745 |
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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: |
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Washington, D.C. 20549 |
Expires: |
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SCHEDULE 13G/A |
Estimated average burden hours per response. . 11 |
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Casella Waste Systems, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
147448104
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 147448104 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
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Inapplicable |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer's Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal Business Office or, if
none, Residence c/o Casella Waste Systems, Inc. 25 Greens Hill Lane Rutland, Vermont 05701 |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Inapplicable |
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Item 4. |
Ownership* |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: 1,421,250 |
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Consists of the following: (a) 572,100 shares of Class A Common Stock; (b) 494,100 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2002 upon the conversion of Class B Common Stock; (c) 335,000 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2002 upon the exercise of options; (d) 13,500 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2002 upon the exercise of warrants; and (e) 6,550 shares of Class A Common Stock held in irrevocable trusts for the benefit of Mr. Casellas children. Mr. Casella does not have voting or investment power of such trust shares and disclaims beneficial ownership thereto. |
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(b) |
Percent of class: 6.0% |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote 1,414,700 |
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(ii) |
Shared power to vote or to direct the vote 6,550 |
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(iii) |
Sole power to dispose or to direct the disposition of 1,414,700 |
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(iv) |
Shared power to dispose or to direct the disposition of 6,550 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Inapplicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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The trustee of the irrevocable trusts referred to in Item 4(a) above has the power to direct the receipt of dividends from, or the proceeds from the sale of, the 6,550 shares of Class A Common Stock subject to such trusts. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Inapplicable |
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Item 8. |
Identification and Classification of Members of the Group |
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Inapplicable |
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Item 9. |
Notice of Dissolution of Group |
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Inapplicable |
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Item 10. |
Certification |
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Inapplicable |
* As of December 31, 2002
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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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February 13, 2003 |
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Date |
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Signature |
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Name/Title |
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