<PAGE>
Registration No. 33-61108
Filed Pursuant to Rule 424(b)(2)
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 2, 1994)
$200,000,000
[LOGO]
WMX TECHNOLOGIES, INC.
8 1/4% NOTES DUE NOVEMBER 15, 1999
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Interest on the Notes is payable semi-annually on May 15 and November 15,
commencing May 15, 1995. The Notes are not redeemable prior to maturity. See
"Certain Terms of the Notes."
The Notes will be represented by a Global Note registered in the name of the
nominee of The Depository Trust Company, which will act as the Depositary (the
"Depositary"). Interests in the Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary and
its participants. Except as described herein, Notes in definitive form will not
be issued. Settlement for the Notes will be made in immediately available funds.
The Notes will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the Notes will therefore
settle in immediately available funds. All payments of principal and interest
will be made by the Company in immediately available funds. See "Certain Terms
of the Notes--Same-Day Settlement and Payment."
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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 SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1)(2)
<S> <C> <C> <C>
Per Note.................................. 99.925% .45% 99.475%
Total..................................... $199,850,000 $900,000 $198,950,000
<FN>
(1) Plus accrued interest, if any, from November 28, 1994.
(2) Before deducting expenses payable by the Company estimated at $164,300.
</TABLE>
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The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and
accepted by them, subject to approval of certain legal matters by counsel for
the Underwriters. The Underwriters reserve the right to reject orders in whole
or in part. It is expected that delivery of the Global Note will be made through
the book-entry facilities of the Depositary on or about November 28, 1994.
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<S> <C>
MERRILL LYNCH & CO. DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
</TABLE>
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The date of this Prospectus Supplement is November 17, 1994.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
Net proceeds to the Company from the sale of the Notes will be used to
retire outstanding indebtedness arising from the Company's issuance of
commercial paper bearing effective interest rates ranging from approximately
4.85% to 5.45% and having remaining maturities as of the date of this Prospectus
Supplement of no later than 270 days, to fund future acquisitions and for
general corporate purposes. Pending any such application, the proceeds may be
invested in short-term securities.
CERTAIN TERMS OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions set forth
in the Prospectus, to which description reference is hereby made.
The Notes will mature on November 15, 1999 and will be limited to
$200,000,000 aggregate principal amount. Each Note will bear interest at the
rate per annum stated on the cover page hereof from November 28, 1994 or from
the most recent interest payment date to which interest has been paid, payable
on May 15 and November 15 in each year (each such date being referred to herein
as an "Interest Payment Date"), commencing May 15, 1995, to the person in whose
name a Note is registered at the close of business on May 1 or November 1, as
the case may be, preceding such Interest Payment Dates.
The Indenture provision described under "Description of Debt Securities --
Defeasance of Certain Covenants" in the accompanying Prospectus will be
applicable to the Notes. The Indenture provision described under "Description of
Debt Securities -- Redemption at the Option of the Holders in Certain
Circumstances" in the accompanying Prospectus will not be applicable to the
Notes. The Indenture does not contain any covenants or other provisions
applicable to the Notes which might afford beneficial owners of Notes protection
in the event of a highly leveraged transaction, change in credit rating of the
Notes or other similar occurrence.
REDEMPTION
The Notes are not redeemable prior to maturity.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depositary to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
S-2
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UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation
(the "Underwriters"), the Company has agreed to sell to the Underwriters, and
the Underwriters have severally agreed to purchase, the respective principal
amounts of the Notes set forth after their names below. The Underwriting
Agreement provides that the obligations of the Underwriters are subject to
certain conditions precedent and that the Underwriters will be obligated to
purchase all of the Notes if any are purchased.
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<S> <C>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................ $100,000,000
Donaldson, Lufkin & Jenrette Securities Corporation............... 100,000,000
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Total................................................... $200,000,000
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</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of .30% of the principal amount of the Notes.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of .25% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
such market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes.
All secondary trading in the Notes will settle in immediately available
funds. See "Certain Terms of the Notes -- Same-Day Settlement and Payment."
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Underwriters have other investment banking relationships with the
Company and its subsidiaries.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed on for the Company
by Herbert A. Getz, Esq., Vice President, General Counsel and Secretary of the
Company, and for the Underwriters by Mayer, Brown & Platt, 190 South LaSalle
Street, Chicago, Illinois 60603. As of November 17, 1994, Mr. Getz and his wife
and children had an aggregate beneficial ownership of 38,473 shares of common
stock of the Company and options to purchase 99,683 shares of common stock of
the Company. Mr. Getz disclaims beneficial ownership of his wife's and
children's shares.
S-3
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Use of Proceeds......................... S-2
Certain Terms of the Notes.............. S-2
Underwriting............................ S-3
Legal Opinions.......................... S-3
PROSPECTUS
Available Information................... 2
Documents Incorporated by Reference..... 2
WMX Technologies, Inc................... 2
Use of Proceeds......................... 5
Description of Debt Securities.......... 5
Plan of Distribution.................... 12
Legal Opinions.......................... 13
Experts................................. 13
</TABLE>
$200,000,000
[LOGO]
WMX TECHNOLOGIES, INC.
8 1/4% NOTES
DUE NOVEMBER 15, 1999
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PROSPECTUS SUPPLEMENT
---------------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
NOVEMBER 17, 1994
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