<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994
REGISTRATION NO. 33-53005
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4953
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
36-2660763
(I.R.S. Employer Identification No.)
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
PHONE: 708-572-8800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
HERBERT A. GETZ, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WMX TECHNOLOGIES, INC.
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
708-572-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933 THE COMBINED
PROSPECTUS CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATES TO THE
PREVIOUSLY FILED REGISTRATION STATEMENT ON FORM S-3 OF WMX TECHNOLOGIES, INC.,
REGISTRATION NO. 33-61108.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 29, 1994
$1,200,000,000
[LOGO]
WMX TECHNOLOGIES, INC.
DEBT SECURITIES
------------------
WMX Technologies, Inc. (the "Company"), formerly named Waste Management,
Inc., intends from time to time to issue up to U.S. $1,200,000,000, or the
equivalent thereof in other currencies or composite currencies, aggregate
principal amount of its unsecured debt securities (the "Debt Securities"). The
Debt Securities will be offered for sale on terms to be determined when the
agreement to sell is made or at the time of sale, as the case may be. For each
issue of Debt Securities in respect of which this Prospectus is being delivered
(the "Offered Debt Securities") there is an accompanying Prospectus Supplement
(the "Prospectus Supplement") that sets forth the designation, designated
currency, aggregate principal amount, rate or method of calculation of interest,
if any, and dates for payment thereof, maturity, authorized denominations,
initial price, any redemption or prepayment rights at the option of the Company
or the holder and other special terms of the Offered Debt Securities, together
with the terms of the offering of the Offered Debt Securities and the net
proceeds to the Company from the sale thereof. In the event of the issuance of
Debt Securities at original issue discount, the aggregate principal amount of
Debt Securities offered hereby will be a higher amount, provided that the total
price at which Debt Securities are sold to the public pursuant to this
Prospectus will not exceed U.S. $1,200,000,000, or the equivalent thereof in
other currencies or composite currencies. If any agents of the Company or any
underwriters are involved in the sale of the Offered Debt Securities in respect
of which this Prospectus is being delivered, the names of such agents or
underwriters and any applicable commissions and discounts are set forth in the
Prospectus Supplement.
The Debt Securities will be sold directly, through agents designated from
time to time, or through underwriters or dealers.
The Company may make application to list one or more series of Debt
Securities on one or more national securities exchanges. Any such application to
list the Offered Debt Securities is described in the Prospectus Supplement
related thereto.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is April , 1994
<PAGE>
AVAILABLE INFORMATION
WMX Technologies, Inc. (the "Company"), formerly named Waste Management,
Inc., is subject to the informational requirements of the Securities Exchange
Act of 1934 (the "1934 Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the regional offices of the Commission at Seven World Trade Center, New
York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549. Such reports and other information concerning the Company can also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus constitutes a part of two Registration Statements (the
"Registration Statements") filed by the Company with the Commission under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statements, and reference is hereby made to the
Registration Statements and to the exhibits relating thereto for further
information with respect to the Company and the Debt Securities offered hereby.
Any statements contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is hereby made to the
copy of such document filed as an exhibit to the Registration Statements or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1993 and Current Report on Form 8-K dated February 8, 1994, heretofore filed by
the Company with the Commission under the 1934 Act, are incorporated herein by
reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities offered hereby (except to the
extent specified therein or in rules or regulations of the Commission) shall be
deemed to be incorporated in this Prospectus by reference and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the incorporated document. Requests for such copies should be directed to:
WMX Technologies, Inc., 3003 Butterfield Road, Oak Brook, Illinois 60521,
Attention: Corporate and Public Affairs Department (telephone: 708/572-8800).
WMX TECHNOLOGIES, INC.
WMX Technologies, Inc. (the "Company"), formerly named Waste Management,
Inc., is a leading international provider of environmental, engineering and
construction, industrial and related services.
Through Waste Management, Inc. (formerly named Waste Management of North
America, Inc.), a wholly owned subsidiary of the Company (referred to herein,
together with its subsidiaries and certain affiliated companies providing solid
waste management and related services, as "WMI"), the Company provides
integrated solid waste management services in North America to commercial,
industrial, municipal and residential customers, as well as to other waste
management companies. These services consist of solid waste collection,
transfer, resource recovery and disposal services. As part of these services,
the Company is
2
<PAGE>
engaged in providing, through its Recycle America-R- and Recycle Canada-R-
programs, paper, glass, plastic and metal recycling services to commercial and
industrial operations and curbside recycling services for such materials to
residences; in removing methane gas from sanitary landfill facilities for use in
electricity generation; and in providing medical and infectious waste management
services to hospitals and other health care and related facilities. In addition,
through WMI the Company provides street sweeping and parking lot cleaning
services, portable fencing and power pole services and Port-O-Let-R- portable
sanitation services to municipalities and commercial customers.
Chemical Waste Management, Inc., an approximately 79%-owned subsidiary of
the Company (referred to herein, together with its subsidiaries other than Rust
(as defined below), as "CWM"), is a leading provider of hazardous waste
management services in the United States. Its chemical waste management
services, including transportation, treatment, resource recovery and disposal,
are furnished to commercial and industrial customers, as well as to other waste
management companies and to governmental entities. CWM also furnishes
radioactive waste management services, primarily to electric utilities and
governmental entities.
Wheelabrator Technologies Inc., an approximately 55%-owned subsidiary of the
Company (referred to herein, together with its subsidiaries, as "WTI"), provides
a wide array of environmental products and services in North America and abroad.
WTI's clean energy group is a leading developer of facilities and systems for,
and provider of services to, the trash-to-energy, energy and independent power
markets. Through the clean energy group, WTI develops, arranges financing for,
operates and owns facilities that dispose of trash and other waste materials in
an environmentally acceptable manner by recycling it into energy in the form of
electricity and steam. WTI's clean water group is principally involved in the
design, manufacture and operation of facilities and systems used to purify
water, to treat municipal and industrial wastewater, to treat and manage
biosolids resulting from the treatment of wastewater by converting them into
useful fertilizers, and to recycle organic wastes into compost material useable
for horticultural and agricultural purposes. The clean water group also designs
and manufactures various products and systems used in water and wastewater
treatment facilities and industrial facilities, precision profile wire screens
for use in groundwater wells and other industrial applications, and certain
other industrial equipment. WTI's clean air group designs, fabricates and
installs technologically advanced air pollution emission control and measurement
systems and equipment, including systems which remove pollutants from the
emission of WTI's trash-to-energy facilities as well as power plants and other
industrial facilities.
Rust International Inc., a subsidiary owned approximately 56% by CWM and 40%
by WTI (referred to herein, together with its subsidiaries, as "Rust"),
furnishes engineering, construction, environmental and infrastructure
consulting, hazardous substance remediation and a variety of other on-site
industrial and related services primarily to clients in government and in the
chemical, petrochemical, nuclear, energy, utility, pulp and paper,
manufacturing, environmental services and other industries.
The Company provides comprehensive waste management and related services
internationally, primarily through Waste Management International plc, a
subsidiary owned 56% by the Company, 12% by Rust and 12% by WTI (referred to
herein, together with its subsidiaries, as "Waste Management International").
Waste Management International provides a wide range of solid and hazardous
waste management services (or has interests in projects or companies providing
such services) in various countries in Europe and in Argentina, Australia,
Brunei, Hong Kong, Indonesia, Malaysia, New Zealand, Singapore and Taiwan.
On January 1, 1993, CWM and WTI formed Rust and acquired 58% and 42%,
respectively, of Rust's outstanding shares. Rust was created to serve the
engineering, construction, environmental and infrastructure consulting,
hazardous substance remediation and on-site industrial and related services
markets, which the managements of CWM, WTI and The Brand Companies, Inc.
(referred to herein as "Brand") believed could be served more effectively by
organizing the Company's several business units serving those markets into a
single integrated company. WTI contributed primarily its engineering and
construction and environmental and infrastructure consulting services businesses
and its recently formed international engineering unit based in London. CWM
contributed primarily its hazardous substance remediation services business, its
approximately 56% ownership interest in Brand, and its 12% ownership interest in
Waste Management
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International. On May 7, 1993, Brand was merged into a subsidiary of Rust, and
shares of Brand (other than those owned by Rust or exchanged for cash in the
merger) were converted into shares of Rust. As a result of such merger, Brand is
now a wholly owned subsidiary of Rust.
The Company also owns an approximately 28% interest in ServiceMaster
Consumer Services L.P., a provider of lawn care, pest control and other consumer
services. The remaining ownership interest is held indirectly by ServiceMaster
Limited Partnership.
Through the end of 1992, the Company categorized its operations into four
industry segments -- solid waste management and related services; hazardous
waste management and related services; energy, environmental and industrial
projects and systems; and international waste management and related services
(consisting of comprehensive waste management and related services provided
outside the United States, Canada and Mexico). Beginning in 1993, the Company
categorized the operations of Rust, which was formed from businesses contributed
by CWM and WTI, as a fifth industry segment -- engineering, construction,
industrial and related services -- and modified the name of its energy
environmental and industrial projects and systems segment to "trash-to-energy,
water treatment, air quality and related services."
The following table shows the respective revenues of these segments for the
Company's last three years, presented as if the above-described Rust transaction
had occurred prior to the periods presented:
<TABLE>
<CAPTION>
(000'S OMITTED)
YEAR ENDED DECEMBER 31
----------------------------------------
1991 1992 1993
------------ ------------ ------------
<S> <C> <C> <C>
Solid Waste Management and Related Services............................. $ 3,961,111 $ 4,309,614 $ 4,702,166
Hazardous Waste Management and Related Services......................... 720,048 755,088 661,860
Engineering, Construction, Industrial and Related Services.............. 1,236,979 1,441,050 1,534,465
Trash-to-Energy, Water Treatment, Air Quality and Related Services...... 746,042 928,313 1,142,219
International Waste Management and Related Services..................... 1,075,070 1,445,734 1,411,211
Eliminations of Intercompany Revenue.................................... (188,336) (218,772) (316,344)
------------ ------------ ------------
Consolidated Revenue.................................................... $ 7,550,914 $ 8,661,027 $ 9,135,577
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
For information relating to expenses and identifiable assets attributable to
the Company's different industry segments, see Note 10 to the Company's
Consolidated Financial Statements incorporated in this prospectus by reference
to the Company's annual report on Form 10-K for the year ended December 31,
1993. For interim periods, the revenue and net income of certain of the
Company's businesses may fluctuate for a number of reasons, including there
being for some businesses less activity during the winter months.
Regulatory or technological developments relating to the environment may
require companies engaged in environmental services businesses, including the
Company, to modify, supplement or replace equipment and facilities at costs
which may be substantial. Because certain of the businesses in which the Company
is engaged are intrinsically connected with the protection of the environment
and the potential discharge of materials into the environment, a material
portion of the Company's capital expenditures is, directly or indirectly,
related to such items. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" incorporated in this prospectus by
reference to the Company's annual report on Form 10-K for the year ended
December 31, 1993 for a review of property and equipment expenditures by the
Company for 1991, 1992 and 1993. The Company does not expect such expenditures,
which are incurred in the ordinary course of business, to have a materially
adverse impact on its and its subsidiaries' combined earnings or its
subsidiaries' competitive position in the foreseeable future because the
Company's businesses are based upon compliance with environmental laws and
regulations and its services are priced accordingly.
Although the Company strives to conduct its operations in compliance with
applicable laws and regulations, the Company believes that in the existing
climate of heightened legal, political and citizen awareness and concerns,
companies in the environmental services industry, including the Company, will be
faced, in the normal course of operating their businesses, with fines and
penalties and the need to expend funds for remedial work and related activities
with respect to waste treatment, disposal and trash-to-energy
4
<PAGE>
facilities. Where the Company concludes that it is probable that a liability has
been incurred, a provision is made in the Company's financial statements for the
Company's best estimate of the liability, based on management's judgment and
experience, information available from regulatory agencies and the number,
financial resources and relative degree of responsibility of other potentially
responsible parties who are jointly and severally liable for remediation of a
particular site, as well as the typical allocation of costs among such parties.
If a range of possible outcomes is estimated and no amount within the range
appears to be a better estimate than any other, then the Company provides for
the minimum amount within the range, in accordance with generally accepted
accounting principles. Such estimates are subsequently revised, as necessary, as
additional information becomes available. While the Company does not anticipate
that the amount of any such revisions will have a material adverse effect on the
Company's operations or financial condition, the measurement of environmental
liabilities is inherently difficult and the possibility remains that
technological, regulatory or enforcement developments, the results of
environmental studies, or other factors could materially alter this expectation
at any time. Such matters could have a material adverse impact on earnings for
one or more fiscal quarters or years.
While in general the Company's environmental services businesses have
benefited substantially from increased governmental regulation, the
environmental services industry itself has become subject to extensive and
evolving regulation by federal, state, local and foreign authorities. Due to the
complexity of regulation of the industry and to public pressure, implementation
of existing and future laws, regulations or initiatives by different levels of
government may be inconsistent and difficult to foresee. The Company makes a
continuing effort to anticipate regulatory, political and legal developments
that might affect its operations but is not always able to do so. The Company
cannot predict the extent to which any legislation or regulation that may be
enacted or enforced in the future may affect its operations.
The Company was incorporated in Delaware in 1968 and subsequently succeeded
to certain businesses owned by its organizers and others. The Company's common
stock is listed on the New York Stock Exchange under the trading symbol "WMX"
and is also listed on the Frankfurt Stock Exchange, the London Stock Exchange,
the Chicago Stock Exchange and the Swiss Stock Exchanges in Basle, Zurich and
Geneva.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement relating to the
Offered Debt Securities, net proceeds to be received by the Company from the
sale of the Debt Securities will be used to retire outstanding indebtedness of
the Company arising from the Company's issuance of commercial paper or other
debt, to fund future acquisitions by the Company and for general corporate
purposes. Pending any such application, the proceeds may be invested temporarily
in short-term securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture dated as of June 1,
1993, between the Company and The Fuji Bank and Trust Company, as Trustee (the
"Indenture"). A copy of the Indenture has been incorporated by reference as an
exhibit to the Registration Statements. The following summaries of certain
provisions of the Debt Securities and the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular provisions or defined terms of the Indenture
(or of any Form of Debt Security which is adopted pursuant to the Indenture) are
referred to, such provisions or defined terms are incorporated herein by
reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities may be issued thereunder in
one or more series up to the aggregate principal amount which may be authorized
from time to time by the Company. Reference is made to the Prospectus Supplement
for the following terms of the Offered Debt Securities: (i) the designation,
aggregate principal amount and authorized denominations of the Offered Debt
Securities; (ii) the percentage of their principal amount at which such Offered
Debt Securities will be issued; (iii) the date on which the Offered Debt
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<PAGE>
Securities will mature; (iv) the rate per annum at which the Offered Debt
Securities will bear interest, if any; (v) the times at which such interest will
be payable; and (vi) any redemption terms and other special terms. Reference is
also made to the Prospectus Supplement relating to the Offered Debt Securities
for information with respect to any additional covenants that may be included in
the terms of such securities.
The Debt Securities will be issued only in fully registered form without
coupons, which form may be a Global Debt Security as described below. See
"Book-Entry, Delivery and Form." The Company will not charge a service charge
for any registration of transfer or exchange of Debt Securities but may require
payment of a sum sufficient to cover any tax or other governmental charge in
connection therewith. (Section 2.6.)
The Debt Securities will be direct obligations of the Company and will be
unsecured. The Indenture does not restrict the amount of additional unsecured
debt which the Company may incur.
Some of the Debt Securities may be issued at a substantial discount below
their stated principal amount. Federal income tax consequences and other special
considerations applicable to any such discounted Debt Securities will be
described in the Prospectus Supplement relating thereto.
BOOK-ENTRY, DELIVERY AND FORM
If the accompanying Prospectus Supplement so indicates, the Offered Debt
Securities will be issued in the form of one or more fully registered Global
Debt Securities. The Global Debt Security will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York (the "Depositary") and
registered in the name of the Depositary's nominee. The Depository currently
limits the maximum denomination of any single Global Debt Security to
$150,000,000. Therefore for purposes hereof, "Global Debt Security" refers to
the Global Debt Security or Global Debt Securities representing the entire issue
of Offered Debt Securities.
Except as set forth below, the Global Debt Security may be transferred, in
whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
The Depositary has advised the Company and any underwriters named in the
accompanying Prospectus Supplement as follows: It is a limited-purpose trust
company which was created to hold securities for its participating organizations
(the "Participants") and to facilitate the clearance and settlement of
transactions in such securities between Participants through electronic
book-entry changes in accounts of its Participants. Participants include
securities brokers and dealers (including the underwriters), banks, trust
companies, clearing corporations and certain other organizations. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). Persons who are not Participants may beneficially own securities
held by the Depositary only through Participants or indirect participants.
The Depositary has also advised that pursuant to procedures established by
it (i) upon the issuance by the Company of the Debt Securities, the Depositary
will credit the accounts of Participants designated by the underwriters with the
principal amount of the Debt Securities purchased by the underwriters, and (ii)
ownership of interests in the Global Debt Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary (with respect to Participants' interests), the Participants and
the indirect participants. The laws of some states require that certain persons
take physical delivery in definitive form of securities which they own.
Consequently, the ability to transfer interests in the Global Debt Security is
limited to such extent.
So long as a nominee of the Depositary is the registered owner of the Global
Debt Security, such nominee will be considered the sole owner or holder of the
Debt Securities for all purposes under the Indenture. Except as provided below,
owners of interests in the Global Debt Security will not be entitled to have
Debt Securities registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture.
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<PAGE>
Neither the Company, the Trustee, the Paying Agent nor the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of interests in the Global Debt Security, or for
maintaining, supervising or reviewing any records relating to such interests.
Principal and interest payments on the Global Debt Security registered in
the name of the Depositary's nominee will be made by the Company through the
Paying Agent to the Depositary's nominee as the registered owner of the Global
Debt Security. Under the terms of the Indenture, the Company and the Trustee
will treat the persons in whose names the Debt Securities are registered as the
owners of such Debt Securities for the purpose of receiving payments of
principal and interest on such Debt Securities and for all other purposes
whatsoever. Therefore, neither the Company, the Trustee nor the Paying Agent has
any direct responsibility or liability for the payment of principal or interest
on the Debt Securities to owners of interests in the Global Debt Security. The
Depositary has advised the Company and the Trustee that its present practice is,
upon receipt of any payment of principal or interest to credit immediately the
accounts of the Participants with payment in amounts proportionate to their
respective holdings in principal amount of interests in the Global Debt Security
as shown on the records of the Depositary. Payments by Participants and indirect
participants to owners of interest in the Global Debt Security will be governed
by standing instructions and customary practices, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name" and will be the responsibility of such Participants or indirect
participants.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Debt Securities in definitive form in exchange for
the Global Debt Security. In addition, the Company may at any time determine not
to have the Debt Securities represented by a Global Debt Security and, in such
event, will issue Debt Securities in definitive form in exchange for the Global
Debt Security. In either instance, an owner of an interest in the Global Debt
Security will be entitled to have Debt Securities equal in principal amount to
such interest registered in its name and will be entitled to physical delivery
of such Debt Securities in definitive form. Debt Securities so issued in
definitive form will be issued in denominations of $1,000 and integral multiples
thereof and will be issued in registered form only, without coupons.
REDEMPTION AT THE OPTION OF THE HOLDERS IN CERTAIN CIRCUMSTANCES
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series, that if, during the period beginning on the date of
first public announcement by the Company or any other Person (including, without
limitation, directors or officers of the Company) of an intention to effect or
the occurrence of (whichever is the first to occur) a Restructuring Event and
ending 90 days thereafter (or such longer period as the rating of the Debt
Securities of such series shall be under publicly announced consideration by
Moody's or Standard & Poor's), both Moody's and Standard & Poor's shall have (A)
lowered their rating of the Debt Securities of such series from an Investment
Grade rating to a rating below Investment Grade, or (B) withdrawn an Investment
Grade rating from and ceased to rate the Debt Securities of such series (a
"Rating Event") (it being understood that, if the Debt Securities of such series
are already rated below Investment Grade by Moody's or Standard & Poor's at the
beginning of such period, a subsequent lowering or withdrawal of such rating
shall not be deemed to be a Rating Event), the Company shall give notice of such
Rating Event not more than 15 days after the occurrence of such Rating Event, to
the trustee and to each Holder, together with the information referred to in the
penultimate sentence of this paragraph (the "Put Option Notice"). Each Holder
shall have the option (the "Put Option") exercisable during the period of 30
days commencing on the date such Put Option Notice is given (the "Option
Period") to have all his Debt Securities of such series (or any portion thereof
designated by such Holder and having an aggregate principal amount of $1,000 or
a whole multiple thereof) redeemed on the date falling 15 days after the end of
the Option Period, or if such day is not a Business Day, on the next succeeding
Business Day (the "Payment Date"), at their principal amount together with
interest accrued to the Payment Date. To exercise the Put Option, a Holder must
deliver to the Company or the Put Agent, if any, on or before the end of the
Option Period, (i) written notice of such Holder's exercise of such Put Option,
which notice shall set forth expressly the name and address of such Holder and
the aggregate principal amount of Debt Securities of such series with respect to
which such Put Option is exercised and (ii) the Debt Security or Debt Securities
of such series
7
<PAGE>
as to which such Holder is exercising such Put Option, duly endorsed, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Put Agent, if any, duly executed by such Holder or his attorney
duly authorized in writing. Once a Holder has exercised his Put Option, such
exercise may not be withdrawn without the prior written consent of the Company.
The Company shall include in the Put Option Notice a statement of facts showing
that a Rating Event has occurred (including details of the first public
announcement, or (as the case may be) the occurrence, of the Restructuring
Event) and a statement to the effect that each Holder has the benefit of the Put
Option referred to above and shall also specify the dates of the Option Period,
the Payment Date, the fact that interest will cease to accrue on and after the
Payment Date, the Put Agent, if any, and the manner in which Holders will be
able to exercise the Put Option. Notwithstanding the foregoing, the Company need
not give the Put Option Notice, and Holders shall not have a Put Option, with
respect to a Rating Event if either Moody's or Standard & Poor's shall have
publicly announced that such Rating Event was solely the result of events or
circumstances wholly unrelated to a Restructuring Event. (Article 10.)
For the purposes of this provision, the following terms shall have the
following meanings:
(i) "Restructuring Event" means any of the following: (1) any Person
becoming the Beneficial Owner of Voting Stock of the Company having more
than 30 percent of the voting power of all of the then outstanding Voting
Stock of the Company; (2) individuals who are not Continuing Directors
constituting a majority of the Board of Directors of the Company; (3) the
Company consolidating with or merging into any other Person, or any other
Person consolidating with or merging into the Company, pursuant to a
transaction in which capital stock of the Company then outstanding (other
than capital stock held by the Company or capital stock held by any Person
which is a party to such consolidation or merger) is changed or exchanged;
(4) the Company, in one transaction or a series of related transactions,
conveying, transferring or leasing, directly or indirectly, all or
substantially all of the assets of the Company and its Subsidiaries taken as
a whole (other than to a wholly owned subsidiary of the Company); or (5) the
Company or any of its Subsidiaries paying or effecting a dividend or
distribution (including by way of recapitalization or reclassification) in
respect of its capital stock (other than solely to the Company or any of its
wholly owned subsidiaries and other than solely for capital stock of the
Company), or purchasing, redeeming, retiring, exchanging or otherwise
acquiring for value any of its capital stock (other than solely from the
Company or any of its wholly owned subsidiaries and other than solely for
capital stock of the Company), if the cash and Fair Market Value of the
securities and assets paid or distributed (except to the Company or any
Subsidiary) in connection therewith (determined on the record date for such
dividend or distribution or the effective date for such purchase,
redemption, retirement, exchange or other acquisition), together with the
cash and Fair Market Value of the securities and assets paid or distributed
in connection with all other such dividends, distributions, purchases,
redemptions, retirements, exchanges and acquisitions effected (except as
received by the Company or any Subsidiary) within the 12-month period
preceding the record date for such dividend or distribution or the effective
date for such purchase, redemption, retirement, exchange or other
acquisition (any such Fair Market Value being determined on the respective
record or effective dates for such other dividends, distributions,
purchases, redemptions, retirements, exchanges and acquisitions), exceeds 30
percent of the aggregate Fair Market Value of all capital stock of the
Company outstanding on the record date for such dividend or distribution or
the effective date for such purchase, redemption, retirement, exchange or
other acquisition (determined on such record or effective date);
(ii) "Moody's" means Moody's Investors Service, Inc. and "Standard &
Poor's" means Standard & Poor's Corporation or, in either case, any of their
respective successors carrying on substantially the same business of
providing ratings for securities as carried on by the predecessor
corporation;
(iii) "Investment Grade" means a rating of at least Baa3 (or the
equivalent thereof), in the case of a rating by Moody's, and a rating of at
least BBB-(or the equivalent thereof), in the case of a rating by Standard &
Poor's.
If such provision is made applicable to the Debt Securities of any series,
the Board of Directors will have no authority under the Indenture to waive such
provision.
8
<PAGE>
The Company has agreed that for so long as any of the Debt Securities of
such series are outstanding and the Put Option has not arisen, it shall provide
such information, pay such customary rating service fees and related expenses
and take all other reasonable action as shall be necessary or appropriate to
enable each of Moody's and Standard & Poor's to provide a rating of the Debt
Securities of such series. There can be no assurance that the Company will have
available funds for redemption of Debt Securities on the Payment Date.
The Company will comply with Section 14(e) under the 1934 Act to the extent
applicable, and any other tender offer rules under the 1934 Act which may then
be applicable, in connection with any obligation of the Company to purchase
Offered Debt Securities at the option of the holders thereof as described above.
Any such obligation applicable to a series of Debt Securities will be described
in the Prospectus Supplement or Prospectus Supplements relating thereto.
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Company may consolidate with or merge into any other corporation, or
transfer or lease all or substantially all of its assets to another corporation,
provided that (i) the corporation formed by such consolidation or into which the
Company is merged or the corporation to which all or substantially all of the
Company's assets are transferred or leased shall expressly assume the payment of
the principal of the Debt Securities and the performance of the other covenants
of the Company under the Debt Securities and the Indenture, and (ii) no Event of
Default, or event which, after notice or lapse of time or both, would become an
Event of Default, shall exist immediately after such transaction. (Section 5.1.)
LIMITATION ON SECURITY INTERESTS
The Company covenants in the Indenture that it will not, nor will it permit
any Restricted Subsidiary to, create, incur, assume or suffer to exist any
Indebtedness if such Indebtedness is secured by a Security Interest upon any
property or assets of the Company or a Restricted Subsidiary, whether owned at
the date of the Indenture or thereafter acquired, without effectively securing
the Debt Securities equally and ratably with (or prior to) such Indebtedness.
The foregoing restriction does not apply to (i) any Security Interest on any
property acquired, constructed, developed or improved which is created or
assumed within 120 days after such acquisition, construction, development or
improvement, or the commencement of operation or use of such property, to secure
or provide for the payment of the purchase price or cost thereof; (ii) any
Security Interest existing on property at the time it is acquired, or any
conditional sales agreement or other title retention agreement with respect to
property acquired, by the Company or a Restricted Subsidiary, any Security
Interest existing on any property or shares of stock of a corporation or firm at
the time it is merged into or consolidated with, or sells, leases or disposes of
its property as an entirety to, the Company or a Restricted Subsidiary, or
becomes a Restricted Subsidiary, or any Security Interest existing on the
property, assets or capital stock of any successor to the Company; provided, in
each case, that such Security Interest shall not apply to any property or assets
theretofore owned by the Company or a Restricted Subsidiary; (iii) any
mechanics', materialmen's, carriers' or other similar liens arising in the
ordinary course of business in respect of obligations which are not yet due or
which are being contested in good faith; (iv) any Security Interest arising by
reason of deposits with, or the giving of any form of security to, any
governmental agency or similar body, which is required by law or regulation as a
condition to the transaction of any business or the exercise of any privilege,
franchise or license; (v) any Security Interest for taxes, assessments or
governmental charges or levies not yet delinquent, or already delinquent but the
validity of which is being contested in good faith; (vi) any Security Interest
arising in connection with legal proceedings being contested in good faith,
including any judgment lien so long as execution thereon is stayed; (vii) any
landlord's lien on fixtures located on premises leased by the Company or a
Restricted Subsidiary in the ordinary course of business; (viii) any Security
Interest securing an obligation issued by the United States or any state or any
political subdivision thereof in connection with financing the cost of
construction or acquisition of property; (ix) any Security Interest arising by
reason of deposits necessary to qualify the Company or any Restricted Subsidiary
to conduct business, maintain self-insurance, or obtain the benefit of, or
comply with, any law; (x) any Security Interest that secures any Indebtedness of
a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;
and (xi) extensions, renewals or refundings of the foregoing. (Section 4.4.)
9
<PAGE>
The foregoing restriction does not apply to the creation, incurrence,
assumption or sufferance by the Company or any Restricted Subsidiary of
Indebtedness secured by a Security Interest that would otherwise be subject to
such restriction up to an aggregate amount which, together with all other
Indebtedness secured by Security Interests (not including secured Indebtedness
permitted under the foregoing exceptions) and the Attributable Debt (generally
defined as discounted net rental payments) associated with Sale and Leaseback
Transactions existing at such time (other than Sale and Leaseback Transactions
the proceeds of which have been or will be applied as set forth in clause (c) or
(d) of the next succeeding caption "Limitation on Sale and Leaseback
Transactions", other than Sale and Leaseback Transactions in which the property
involved would have been permitted to be secured under clause (i) of the
immediately preceding paragraph and other than Sale and Leaseback Transactions
between the Company and a Subsidiary), does not exceed 20% of the consolidated
net worth of the Company and its Subsidiaries as shown on the latest available
published consolidated balance sheet of the Company and its Subsidiaries.
(Section 4.4.)
The Indenture defines "Restricted Subsidiary" as any Subsidiary (other than
any Subsidiary of which the Company owns less than all of the outstanding voting
stock) principally engaged in, or whose principal assets consist of property
used by the Company or any Restricted Subsidiary in, the storage, collection,
transfer, interim processing of disposal of waste within the United States or
Canada, or which the Company designates as a Restricted Subsidiary.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
The Company covenants in the Indenture that neither it nor any Restricted
Subsidiary will enter into any arrangement (other than with a Subsidiary)
providing for the leasing to the Company or any Restricted Subsidiary of any
property (except for temporary leases for a term, including renewals, of not
more than three years and except for leases between the Company and any
Restricted Subsidiary or between any Restricted Subsidiaries) which has been or
is to be sold by the Company or such Restricted Subsidiary to the lessor unless
(a) the Company or such Restricted Subsidiary would be entitled to incur
Indebtedness secured by a Security Interest on the property to be leased without
securing the Debt Securities under clause (i) of the first paragraph under the
preceding caption "Limitation on Security Interests", (b) the Attributable Debt
associated therewith would be an amount permitted under the second paragraph
under the preceding caption, (c) the Company applies an amount equal to the fair
value (as determined by the Board of Directors) of such property to the
retirement of Debt Securities on certain funded debt of the Company or a
Restricted Subsidiary, or (d) the Company enters into a bona fide commitment to
expend for the acquisition or capital improvement of an Important Property an
amount at least equal to the fair value of such property. (Section 4.5.)
LIMITATION ON FUNDED DEBT OF RESTRICTED SUBSIDIARIES
The Company covenants in the Indenture that it will not permit any
Restricted Subsidiary (a) to create, assume or suffer to exist any funded debt
other than (i) funded debt secured by a Security Interest which is permitted to
such Restricted Subsidiary under the limitations set forth under the preceding
caption "Limitation on Security Interests," (ii) funded debt owed to the Company
or any Subsidiary, (iii) funded debt of a corporation or other entity existing
at the time it becomes a Restricted Subsidiary or is merged with or into the
Company or a Restricted Subsidiary or other entity, (iv) funded debt of a
corporation or other entity assumed by the Company or a Restricted Subsidiary in
the acquisition of all or a portion of the business of such corporation or other
entity, (v) funded debt existing as of the date of the Indenture, or (vi) funded
debt created in connection with, or with a view to, compliance by such
Restricted Subsidiary with the requirements of, any program adopted by any
federal, state or local governmental authority and applicable to such Restricted
Subsidiary and providing financial or tax benefits to such Restricted Subsidiary
which are not available directly to the Company on substantially the same terms
as such Restricted Subsidiary; or (b) to guarantee, directly or indirectly
through any arrangement which is substantially the equivalent of a guarantee,
any funded debt except for (i) guarantees existing as of the date of the
Indenture, (ii) guarantees which, as of the date of the Indenture, a Restricted
Subsidiary is obligated to give, (iii) guarantees issued to the Company or any
Restricted Subsidiary or (iv) guarantees of funded debt which is permitted to a
Restricted Subsidiary under the preceding clause (a).
10
<PAGE>
Notwithstanding the foregoing, any Restricted Subsidiary may create, assume
or guarantee funded debt in addition to that permitted under the preceding
paragraph, and renew, extend or replace such funded debt, PROVIDED that at the
time of such creation, assumption, guarantee, renewal, extension or replacement,
and after giving effect thereto, funded debt of Restricted Subsidiaries not
otherwise permitted pursuant to provisions described in the preceding paragraph
does not exceed 10% of the consolidated net worth of the Company and its
Subsidiaries as shown on the latest available published consolidated balance
sheet of the Company and its Subsidiaries. (Section 4.6.)
EVENTS OF DEFAULT; NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein occurs
and is continuing with respect to any series of Debt Securities, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Debt Securities then outstanding of the series may declare the principal of such
series (or such portion of the principal as may be specified as due upon
acceleration at that time in the terms of that series), to be immediately due
and payable. (Section 6.2.)
Events of Default with respect to any series of Debt Securities are defined
as: (i) default in the payment of interest on such Debt Securities which has
continued for a period of 30 days, (ii) default in the payment of principal on
such Debt Securities when such becomes due and payable, (iii) failure by the
Company to comply with any of its other agreements in the Debt Securities of
such series or in the Indenture upon the specified notice to the Company of such
default by the Trustee or by the Holders of not less than 25% in aggregate
principal amount of the Debt Securities then outstanding of the series, and the
Company's failure to cure such Default within 60 days after receipt of such
notice, or (iv) certain events of bankruptcy or insolvency. (Section 6.1.)
The Trustees shall mail to the Holders of each series of Debt Securities a
notice of any continuing Default known to the Trustee with respect to such
series within 90 days of the occurrence of such Default, but the Trustee may
withhold from such Holders such notice as to any Default other than a Default in
any payment on any Debt Security if the Trustee determines in good faith that
the withholding of such notice is in the interests of such Holders. (Section
7.5.)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (i) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to that series,
(ii) the Holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of the series shall have made written request to the
Trustee to institute such proceeding as Trustee, (iii) such Holders have offered
to the Trustee indemnity satisfactory to the Trustee, (iv) the Trustee shall not
have complied with the request within 60 days after receipt of the request and
offer of indemnity, and (v) the Trustee shall not have received from the Holders
of a majority in aggregate principal amount of the outstanding Debt Securities
of the series a direction inconsistent with such request within such 60 day
period. A Holder of any series may not use the Indenture to prejudice the rights
of another Holder of that series or to obtain a preference or priority over
another Holder of that series. (Section 6.6.) The Holder of any Debt Security,
however, has an absolute right to receive payment of the principal of such Debt
Security, and any interest thereon, on or after the due date expressed in such
Debt Security and to institute suit for the enforcement of any such payment.
(Section 6.7.) The Holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series may, with proper notice to the
Trustee, waive an existing Default other than a Default in any payment of the
principal of, or any interest on, such Debt Security of that series. (Section
6.4.)
The Company will be required to furnish to the Trustee annually a statement
as to any default by the Company in the performance and observance of its
obligations under the Indenture. (Section 4.3.)
MODIFICATION
The Company and the Trustee may amend the Indenture or the Debt Securities
of any series with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Debt Securities of each series
affected by the amendment. However, without the consent of the Holder of each
Debt Security affected thereby, no amendment may, among other things: (i) reduce
the amount of Debt
11
<PAGE>
Securities whose Holders must consent to an amendment; (ii) reduce the rate or
change the time for payment of interest on any such Debt Security; (iii) reduce
the principal of or change the fixed maturity of any such Debt Security; or (iv)
make any such Debt Security payable in money other than that stated in the Debt
Security. (Section 9.2.)
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company and the Trustee may, without the
consent of the Holders, execute a supplemental indenture to provide that the
Company will be discharged from any and all obligations in respect of the Debt
Securities of any series (except for certain obligations to register the
transfer or exchange of Debt Securities, to replace stolen, lost or mutilated
Debt Securities, to maintain a paying agency and to hold moneys for payment in
trust) upon the deposit with the Trustee, in trust, of money or U.S. Government
Obligations or both, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, and any interest on, and any mandatory
sinking fund or analogous payments in respect of, the Debt Securities of that
series on the date such amounts are due and payable, in accordance with the
terms of the Indenture and such Debt Securities. Such a supplemental indenture
may only be executed if the Company has received from, or there has been
published by, the United States Internal Revenue Service a ruling to the effect
that such a discharge will not be deemed, or result in, a taxable event with
respect to the Holders. The provisions of such a supplemental indenture will not
be applicable to any series of Debt Securities then listed on the New York Stock
Exchange if the provision would cause that series to be delisted as a result
thereof. (Section 9.1.)
DEFEASANCE OF CERTAIN COVENANTS
The terms of the Debt Securities may provide the Company with the option to
omit to comply with the covenants described under the headings "Limitation on
Security Interests", "Limitation on Sale and Leaseback Transactions" and
"Limitation on Funded Debt of Restricted Subsidiaries" above. If such terms make
such option available with respect to the Debt Securities of any series, the
Company, in order to exercise such option, will be required to deposit with the
Trustee, in trust, money or U.S. Government Obligations or both, which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide money in an amount sufficient to pay the principal of,
and any interest on, and any mandatory sinking fund or analogous payments in
respect of, the Debt Securities of that series on the date such amounts are due
and payable, in accordance with the terms of the Indenture and such Debt
Securities. The Company must also deliver to the Trustee an opinion of counsel
to the effect that the deposit and related covenant defeasance will not cause
the Holders of such Debt Securities to recognize income, gain or loss for
federal income tax purposes. (Section 4.7.)
INFORMATION CONCERNING THE TRUSTEE
The Fuji Bank and Trust Company is the Trustee under the Indenture. The
Company has issued various series of debt securities under the Indenture, as
well as another indenture pursuant to which the Trustee is trustee. The Company
maintains deposit accounts and conducts other banking transactions with the
Trustee in the ordinary course of business.
Under the Indenture, the Trustee is required to transmit annual reports to
all Holders regarding its eligibility and qualifications as Trustee under the
Indenture and certain related matters. (Section 7.6.)
Subject to certain exceptions, the Holders of a majority in aggregate
principal amount of outstanding Debt Securities of any series may direct the
Trustee in its exercise of the trust and powers conferred upon it by the
Indenture (Section 6.5.), and may remove the Trustee with the giving of proper
notice. (Section 7.8.)
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers, (ii) directly to a limited number of purchasers or to a
single purchaser or (iii) through agents. The Prospectus Supplement with respect
to the Offered Debt Securities sets forth the terms of the offering of the
Offered Debt Securities, including the name or names of any underwriters, the
purchase price of the Offered Debt
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<PAGE>
Securities and the proceeds to the Company from such sale, any delayed delivery
arrangements, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Debt Securities are named in the
Prospectus Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters are set forth on the
cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Offered Debt Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Offered Debt Securities if
any are purchased.
The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Debt Securities in respect of which this Prospectus is
delivered is named, and any commissions payable by the Company to such agent are
set forth, in the Prospectus Supplement relating thereto. Unless otherwise
indicated in the Prospectus Supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933. Agents and underwriters
may be customers of, engage in transactions with, or perform services for the
Company in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with this offering will be passed upon
for the Company by Herbert A. Getz, General Counsel of the Company, and for any
underwriters or agents by Mayer, Brown & Platt, 190 South LaSalle Street,
Chicago, Illinois 60603. Mayer, Brown & Platt acts as counsel for the Company
from time to time on other matters.
EXPERTS
The audited consolidated financial statements and schedules of WMX
Technologies, Inc. and subsidiaries for the year ended December 31, 1993,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in auditing and accounting in giving said
reports. Reference is made to the report of Arthur Andersen & Co. on such
financial statements, which includes an explanatory paragraph with respect to
the Company's change in its methods of accounting for income taxes and
postretirement benefits other than pensions, effective January 1, 1992, as
discussed in notes 1 and 9 to the consolidated financial statements.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 344,828
Printing expenses................................................. 10,000
Accountants' fees and expenses.................................... 10,000
Legal fees and expenses........................................... 10,000
Blue Sky fees and expenses........................................ 10,000
Trustee fees...................................................... 1,500
New York Stock Exchange listing fee (if listed)................... 150,000
Rating Agency fees................................................ 270,000
Miscellaneous..................................................... 15,000
---------
Total......................................................... $ 821,328
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers the
registrant to indemnify, subject to the standards set forth therein, any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving as such with respect to another corporation
at the request of the registrant. The General Corporation Law of Delaware also
provides that the registrant may purchase indemnification insurance on behalf of
any such director, officer, employee or agent. Article Twelfth of the
registrant's Restated Certificate of Incorporation and Section 6 of Article VII
of the registrant's by-laws provide for the indemnification by the registrant of
each director, officer, employee or agent of the registrant to the full extent
permitted by the General Corporation Law of Delaware.
Under an insurance policy maintained by the registrant, the directors and
officers of the registrant are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors or officers.
The proposed form of Underwriting Agreement -- Basic Provisions incorporated
by reference as Exhibit 1(a) and the proposed form of Distribution Agreement
incorporated by reference as Exhibit 1(b) to this Registration Statement provide
for indemnification of the registrant's directors and its officers who signed
the Registration Statement against certain liabilities, including liabilities
under the Securities Act of 1933.
ITEM 16. EXHIBITS.
A list of the exhibits included or incorporated by reference as part of this
Registration Statement is set forth in the Exhibit Index which immediately
precedes such exhibits, and is hereby incorporated by reference herein.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act of 1933 shall be deemed to be part of the
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on April 29, 1994.
WMX TECHNOLOGIES, INC.
By /S/ DEAN L. BUNTROCK
Dean L. Buntrock,
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------------- -------------------------------------- ----------------------
<C> <S> <C>
/S/DEAN L. BUNTROCK Director, Chairman of the Board and
Dean L. Buntrock Chief Executive Officer
/S/JERRY E. DEMPSEY Director
Jerry E. Dempsey
/S/PHILLIP B. ROONEY Director
Phillip B. Rooney
/S/DONALD F. FLYNN Director
Donald F. Flynn
/S/PETER H. HUIZENGA Director
Peter H. Huizenga
/S/PEER PEDERSEN Director
Peer Pedersen
April 29, 1994
/S/JAMES R. PETERSON Director
James R. Peterson
/S/ALEXANDER B. TROWBRIDGE Director
Alexander B. Trowbridge
/S/HOWARD H. BAKER, JR. Director
Howard H. Baker, Jr.
/S/H. JESSE ARNELLE Director
H. Jesse Arnelle
/S/THOMAS C. HAU Vice President and Principal
Thomas C. Hau Accounting Officer
/S/JAMES E. KOENIG Senior Vice President, Treasurer and
James E. Koenig Principal Financial Officer
</TABLE>
II-3
<PAGE>
WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
---------------------------------------------------------------------------------------------------------
<S> <C>
1(a) Form of proposed Underwriting Agreement -- Basic Provisions, including Terms Agreement (incorporated by
reference to Exhibit 1 to registrant's registration statement on Form S-3, Registration No. 33-30190)
1(b) Form of proposed Distribution Agreement (incorporated by reference to Exhibit 1(b) to registrant's
registration statement on Form S-3, Registration No. 33-38746)
2 None
4(a) Indenture dated as of June 1, 1993 between the Company and The Fuji Bank and Trust Company, as Trustee
(incorporated by reference to Exhibit 4 to registrant's Form 8-K Current Report dated July 15, 1993,
registrant file no. 1-7327)
4(b) Form of Fixed Rate Note (incorporated by reference to Exhibit 4(b) to registrant's Form 8-K Current
Report dated December 12, 1990, registrant file no. 1-7327)
4(c) Form of Debenture (incorporated by reference to Exhibit 4(c) to registrant's registration statement on
Form S-3, Registration No. 33-30190)
5 Opinion of Herbert A. Getz, Vice President, General Counsel and Secretary, including consent
12 Computation of Ratio of Earnings to Fixed Charges for the years ended December 31, 1989, 1990, 1991, 1992
and 1993 (incorporated by reference to Exhibit 12 to registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, registrant file no. 1-7327)
15 None
23(a) Consent of Herbert A. Getz, Vice President, General Counsel and Secretary (included in Exhibit 5)
23(b) Consent of Independent Public Accountants
25 Statement of Eligibility of Trustee on Form T-1
26 None
27 None
28 None
</TABLE>
