Date: November 7, 2006
Source: WCA Waste Corp.
WCA Waste Corporation (Nasdaq: WCAA) announced today that it has submitted a plan to NASDAQ for adding independent directors to its Board of Directors. Immediately after its Annual Meeting this year, Ares Corporate Opportunities Fund II, L.P. ("Ares") elected Mr. Antony P. Ressler and Mr. Jeffrey S. Serota to serve as members of the Board. Ares, as the sole owner of WCA's Series A Convertible Pay-In-Kind Preferred Stock, par value $0.01 per share, is entitled to elect members to the Board voting as separate class. On September 15, 2006, WCA provided notice to the Nasdaq Global Market ("Nasdaq") that after the election of Messrs. Ressler and Serota by Ares WCA no longer satisfied the independent director requirements for continued listing on Nasdaq under Marketplace Rule 4350(c)(1), which requires WCA to maintain a majority of independent directors on its Board.
On November 2, 2006, the Staff of Nasdaq sent WCA a Staff Deficiency Letter notifying WCA that the Nasdaq staff believed that WCA was required to submit a plan and timetable for electing two independent directors, so that WCA would have a majority of independent directors before the period that WCA had previously announced. The Staff Deficiency Letter required that the plan be submitted for review before November 17, 2006. WCA has submitted such a plan on November 7, 2006. WCA's independent directors are considering potential candidates and expects to announce the appointment of two new independent directors based on a plan approved by the Nasdaq staff.
In addition, the Staff Deficiency Letter stated that the Staff believed that the observation rights with respect to Audit and Compensation Committees accorded to the Ares directors pursuant to its contractual arrangements with WCA would not comply with the independence requirements required under Nasdaq Marketplace Rule 4350(d)(2). On November 2, 2006, WCA submitted resolutions signed by all of the directors of WCA requiring the audit and compensation committees to hold executive sessions at each of their meetings and all votes of such committees to be taken in executive session. As a result of the adoption of such resolutions, the Nasdaq Staff informed WCA that it considered WCA to be in compliance with Nasdaq Marketplace Rules 4350(c)(3) and 4350(d)(2).
WCA Waste Corporation is an integrated company engaged in the transportation, processing and disposal of non-hazardous solid waste. The Company's operations consists of twenty landfills, twenty-one transfer stations/material recovery facilities and twenty-four collection operations located throughout Alabama, Arkansas, Colorado, Florida, Kansas, Missouri, New Mexico, North Carolina, South Carolina, Tennessee and Texas. The Company's common stock is traded on the NASDAQ National Market System under the symbol "WCAA."
WCA Waste Corporation