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Registration No. 33-44849
Filed pursuant to Rules 424(b)(3) and (c)
PROSPECTUS SUPPLEMENT DATED AUGUST 24, 1994 TO
PROSPECTUS DATED MAY 3, 1994
On July 28, 1994, WMX Technologies, Inc. (the "Company") reported that its
Board of Directors had approved a proposal to acquire all of the outstanding
shares of Chemical Waste Management, Inc. ("CWM") which it does not already own
(the "Company Proposal"). The Company Proposal contemplates a merger in which
CWM's stockholders (other than the Company) would receive .27 of a share of
Company common stock for each share of CWM common stock held, subject to the
approval of both a committee consisting of CWM's independent directors and the
holders of a majority of CWM's outstanding shares (other than shares held by the
Company) voting at a stockholders' meeting. The Company owns approximately
78.6% of CWM's outstanding shares, and the proposed transaction would result in
the issuance of approximately 12.1 million Company shares.
Several purported class action lawsuits seeking injunctive relief and
unspecified money damages have been filed in the Chancery Court for New Castle
County, Delaware against the Company, CWM and the individual directors of CWM in
connection with the Company Proposal. The lawsuits allege, among other things,
that the defendants have breached their fiduciary duties to CWM's minority
stockholders because the merger consideration contemplated by the Company
Proposal is inadequate and unfair and no adequate means exists to ensure that
the interests of such stockholders will be protected in respect of the Company
Proposal. The Company believes that its actions and those of CWM and its Board
of Directors in connection with the Company Proposal have been in accordance
with Delaware law. Accordingly, the Company intends to contest these lawsuits
vigorously.
The Company also announced on July 28, 1994 that it was undertaking a
comprehensive review of its operations and financial strategies and its
organizational structure. The Company's Board of Directors authorized
management to commence discussions with external financial and strategic
advisers to be retained to assist with such review.
