<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 14, 1994
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
----------------------------------
WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-7327 36-2660763
(COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
3003 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(708) 572-8800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
================================================================================
<PAGE>
Item 5. Other Events.
------------
On October 14, 1994, the registrant and Chemical Waste Management, Inc. its
approximately 79%-owned subsidiary ("CWM"), issued a news release reporting that
a definitive merger agreement has been reached between them under which the
registrant will acquire all of the approximately 44.9 million CWM shares which
it does not already own. In the merger, public stockholders of CWM are to
receive subordinated notes of the registrant (the "Notes") convertible into
common stock of the registrant or, at the registrant's option, cash. The terms
of the Notes are summarized in the terms sheet filed herewith as an exhibit and
incorporated herein by reference and will be set forth in a definitive
indenture. The terms of the merger agreement were approved unanimously by a
special committee of CWM independent directors and were also approved by the
Boards of Directors of both companies. The transaction, which will be taxable
to CWM stockholders, remains subject to the approval of the holders of a
majority of CWM's outstanding public shares voting at a special meeting of CWM
stockholders.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
No financial statements or pro forma financial information are filed as a
part of this report. The exhibit filed as part of this report is listed in the
Exhibit Index hereto.
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WMX TECHNOLOGIES, INC.
By: /s/ Thomas C. Hau
-------------------------------------------
Thomas C. Hau
Vice President and Controller
Dated: October 18, 1994
3
<PAGE>
WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
----------------------------------
1. None
2 None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated October 14, 1994 issued by WMX Technologies, Inc. and
Chemical Waste Management, Inc.
99.2 Terms sheet describing the convertible subordinated notes proposed to be
issued by WMX Technologies, Inc. to public stockholders of Chemical Waste
Management, Inc.
- -----------------------
*Exhibits not listed are inapplicable.
<PAGE>
Exhibit 99.1
- --------------------------------------------------------------------------------
WMX TECHNOLOGIES, INC.
3003 Butterfield Road Phone 708 572-8800
Oak Brook, IL 60521
Analyst contact: Media contact:
Bruce Tobecksen William J. Plunkett
(708) 572-8968 (708) 572-8898
WMX TECHNOLOGIES AND CHEMICAL WASTE MANAGEMENT
REACH AGREEMENT ON ACQUISITION OF CHEM WASTE PUBLIC SHARES
Oak Brook, Illinois, Friday, October 14, 1994--WMX Technologies, Inc., the
global environmental services company, and its Chemical Waste Management, Inc.
subsidiary today jointly announced that a definitive merger agreement has been
reached between them under which WMX will proceed to acquire all of the
approximately 44.9 million Chemical Waste Management shares which it does not
already own.
The agreement enhances the initial proposal made by WMX to Chemical Waste
Management on July 28, increasing the value to be offered Chemical Waste
Management's public stockholders. Under the terms of the proposal announced
today, Chemical Waste Management's public stockholders would receive a WMX
subordinated note (described more fully below) which is immediately convertible
into a number of WMX shares, or, at WMX's option, their equivalent market value
in cash, on the basis of a conversion ratio using an implied value of $8.85 per
Chemical Waste Management share. WMX's initial proposal contemplated a
stock-for-stock exchange which valued Chemical Waste Management shares at $7.86
per share.
The terms of the agreement were approved unanimously by a special committee
of Chemical Waste Management's independent directors. The special committee had
received an opinion from CS First Boston Corporation, its financial adviser, to
the effect that the consideration to be received by Chemical Waste Management's
public stockholders in the merger is fair to such holders from a financial point
of view. The agreement also has been approved by the Boards of Directors of both
companies.
The transaction, which will be taxable under the revised terms being
announced today, remains subject to the approval of the holders of a majority
of Chemical Waste Management's outstanding shares, other than those held by WMX,
voting on it at a special meeting of Chemical Waste Management stockholders to
be called for that purpose.
1
<PAGE>
The agreement's terms provide for Chemical Waste Management's public
stockholders to receive a convertible subordinated note due 2005, with a
principal amount at maturity of $1,000, for every 81.1 Chemical Waste Management
shares held at the time of the merger. The notes will be issued by WMX to
produce a yield to maturity of 5.75 percent per annum on $717.80 per note (the
"stated issue price"), computed on a semi-annual bond equivalent basis,
calculated from the issue date. WMX will pay semi-annual cash interest payments
on the notes of $20 per annum (equal to 2 percent per annum of the $1,000
principal amount at maturity).
At the option of the holder, each note will be purchased for cash by WMX on
the third and fifth anniversaries of the issue date for $786.38 and $839.03,
respectively, which represent the stated issue price plus accrued original issue
discount on those dates. The notes will be redeemable by WMX after the fifth
anniversary (but not before) for cash at the stated issue price plus accrued
original issue discount and accrued but unpaid interest through the date of
redemption.
In addition, each note will be convertible at any time prior to maturity--
unless previously purchased or redeemed by WMX--into a number of shares of WMX
common stock to be determined by dividing the stated issue price per note of
$717.80 by the average New York Stock Exchange closing prices of WMX common
stock during the 10 trading days immediately preceding the special CWM
stockholders meeting to be held to consider the merger. The conversion rate will
be not fewer than 21.90 shares nor more than 26.76 shares per note. Upon any
such conversion, WMX will have the option of paying cash equal to the market
value of the WMX shares which would otherwise be issuable.
The special meeting of Chemical Waste Management stockholders is expected
to be held in January 1995. Chemical Waste Management said it currently expects
to communicate specific details on the proposed merger to its stockholders
during December.
WMX owns approximately 78.6 percent of Chemical Waste Management's
approximately 209.1 million outstanding shares.
######
2
<PAGE>
Exhibit 99.2
PRINCIPAL TERMS OF WMX TECHNOLOGIES, INC.
CONVERTIBLE SUBORDINATED NOTES
Issuer: WMX Technologies, Inc. ("WMX").
Security: Registered subordinated debt obligation of WMX (a
"Note").
Exchange Ratio: Chemical Waste Management, Inc. ("CHW")
shareholders will receive one Note for every 81.1
shares of CHW common stock exchanged in the merger,
in accordance with the terms and provisions of the
Merger Agreement.
Issue Price/Principal Each Note will have a stated issue price of $717.80
Amount: (the "Issue Price") and a principal amount (the
"Principal Amount") due at maturity of $1,000.
Denominations: Issuable in minimum denominations of $1,000 and
integral multiples thereof.
Maturity: Each Note will mature on the tenth anniversary of
the issue date, unless converted by the Holder of
the Note or purchased or redeemed by WMX prior to
maturity.
Yield to Maturity/ 5.75% per annum (computed on a semi-annual bond
Interest: equivalent basis) calculated from the issue date
and based on the Issue Price. Interest will be
payable semi-annually in cash at a rate of 2% of
the Principal Amount per annum.
<PAGE>
Convertibility: Each Note will be convertible at the option of the
holder at any time prior to maturity, unless
previously redeemed or otherwise purchased by WMX,
into that number of shares of WMX common stock (the
"Conversion Rate") equal to the quotient derived by
dividing 717.80 by the average of the per share
closing price (the "WMX Closing Price") of WMX
common stock on the 10 trading days prior to the
Stockholder Meeting; provided, however, that the
Conversion Rate shall not be less than 21.90 or
more than 26.76. WMX may, at its option, pay such
Holder cash for each converted Note in an amount
equal to the Conversion Rate multiplied by the
closing market price of WMX common stock on the
date of conversion. The Conversion Rate will not be
adjusted for accrued original issue discount or
accrued but unpaid interest upon conversion and the
Holder will not receive any cash payment
representing accrued original issue discount or
accrued but unpaid interest; such accrued original
issue discount and accrued but unpaid interest will
be deemed paid by the WMX common stock received on
conversion.
Listing: WMX will apply to list the Notes on the New York
Stock Exchange.
2
<PAGE>
Optional Redemption: The Notes will not be redeemable by WMX prior to
the fifth anniversary of the issue date.
Thereafter, the Notes will be redeemable in cash at
the option of WMX, in whole or in part, at any time
at the Issue Price plus accrued original issue
discount and accrued but unpaid interest through
the date of redemption.
Purchase at the WMX will purchase the Notes in cash, at the option
Option of the Holder: of the Holder, on the third and fifth anniversaries
of the issue date at a price per Note of $786.38
and $839.03, respectively (Issue Price plus accrued
original issue discount).
Subordination: The Notes will be subordinated to all existing and
future debt of WMX not designated as subordinated
debt.
Sinking Fund: None.
3
