UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A
(Rule 13d-102)

 

 

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. 6)*

 

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, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Douglas R. Casella

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

Inapplicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,339,494

 

6.

Shared Voting Power
11,756

 

7.

Sole Dispositive Power
1,339,494

 

8.

Shared Dispositive Power
11,756

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,250 shares (Consists of the following: (a) 580,394 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, 2003 upon the conversion of Class B Common Stock; (c) 265,000 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2003 upon the exercise of options; and (d) 11,756 shares of Class A Common Stock held in irrevocable trusts for the benefit of Mr. Casella’s children).

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Certain Shares*

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

 

(a)

Name of Issuer
Casella Waste Systems, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
25 Greens Hill Lane, Rutland, Vermont 05701

 

Item 2.

 

(a)

Name of Person Filing
Douglas R. Casella

 

(b)

Address of Principal Business Office or, if none, Residence
Douglas R. Casella
c/o Casella Waste Systems, Inc.
25 Greens Hill Lane
Rutland, Vermont  05701

 

(c)

Citizenship
United States of America

 

(d)

Title of Class of Securities
Class A Common Stock, par value $.01 per share

 

(e)

CUSIP Number
147448104

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Inapplicable

 

 

Item 4.

Ownership*

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

1,351,250

Consists of the following: (a) 580,394 shares of Class A Common Stock; (b) 494,100 shares of Class A Common Stock which

 


*                               As of December 31, 2003

 

3



 

 

 

Mr. Casella has the right to acquire within 60 days of December 31, 2003 upon the conversion of Class B Common Stock; (c) 265,000 shares of Class A Common Stock which Mr. Casella has the right to acquire within 60 days of December 31, 2003 upon the exercise of options; and (d) 11,756 shares of Class A Common Stock held in irrevocable trusts for the benefit of Mr. Casella’s children.  Mr. Casella does not have voting or investment power of such trust shares and disclaims beneficial ownership thereto.

 

(b)

Percent of class:   

5.7%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,339,494

 

 

(ii)

Shared power to vote or to direct the vote    

11,756

 

 

(iii)

Sole power to dispose or to direct the disposition of   

1,339,494

 

 

(iv)

Shared power to dispose or to direct the disposition of    

11,756

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Inapplicable

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

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 11,756 shares of Class A Common Stock subject to such trusts.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Inapplicable

 

Item 8.

Identification and Classification of Members of the Group

 

Inapplicable

 

Item 9.

Notice of Dissolution of Group

 

Inapplicable

 

4



 

Item 10.

Certification

 

Inapplicable

 

5



 

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.

 

 

February 13, 2004

 

Date

 


/s/ Douglas R. Casella

 

Signature

 


Douglas R. Casella

 

Name/Title

 

6