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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JULY 28, 1994
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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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)
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Item 5. Other Events.
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The registrant on July 28, 1994 issued a news release (a copy of which is
filed as an exhibit to this report and is hereby incorporated by reference)
reporting that its Board of Directors has approved a proposal to acquire all of
the outstanding shares of Chemical Waste Management, Inc. ("CWM") which it does
not already own. Under the proposal, each holder of CWM shares of common stock
other than the registrant would receive .27 of a registrant share of common
stock for each CWM share held. The registrant owns approximately 78.6% of CWM's
outstanding shares. The proposed transaction would result in the issuance of
approximately an additional 12.1 million registrant shares. The proposed
transaction would take the form of a merger of a wholly owned subsidiary of the
registrant into CWM and would be subject to the approval of the holders of a
majority of CWM's outstanding shares other than the shares held by the
registrant.
The registrant also announced that it was undertaking a comprehensive
review of its operations and financial strategies and its organizational
structure in order to consider other potential strategic actions intended to
enhance stockholder value. The registrant's Board of Directors authorized
management to commence discussions with external financial and strategic
advisors to be retained to assist with the review.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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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.
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SIGNATURES
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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 A. Witt
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Thomas A. Witt
Vice President
Dated: July 29, 1994
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
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1. None
2 None
4. None
16. None
17. None
20. None
23. None
24. None
99. News release dated July 28, 1994 issued by WMX Technologies, Inc.
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*Exhibits not listed are inapplicable.
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WMX TECHNOLOGIES, INC.
3003 Butterfield Road Phone 708 572-8800
Oak Brook, IL 60521
Analysts contact: Media contact:
James E. Koenig Bill Plunkett
(708) 572-8822 (708) 572-8898
WMX TECHNOLOGIES, INC. PROPOSES TO ACQUIRE
CHEMICAL WASTE MANAGEMENT, INC.'S PUBLIC SHARES
Oak Brook, Illinois, July 28, 1994 -- WMX Technologies, Inc., the global
environmental services company, announced today that its Board of Directors has
approved a proposal to acquire all of the Chemical Waste Management, Inc. shares
which it does not already own.
Under the WMX Technologies proposal, each holder of Chemical Waste
Management shares other than WMX would receive .27 of a WMX Technologies share
for each share of Chemical Waste Management common stock held.
WMX Technologies owns approximately 78.6 percent of Chemical Waste
Management's 209.1 million outstanding shares. The proposed transaction would
result in the issuance of approximately an additional 12.1 million WMX
Technologies shares. On July 28, 1994, the closing price of Chemical Waste
Management common stock on the New York Stock Exchange was $7.875 per share, and
for WMX was $29.125 per share.
"Our offer recognizes the benefits we believe would flow from the
integration of our company and Chemical Waste Management," said Dean L.
Buntrock, Chairman and Chief Executive Officer of WMX Technologies. "It
underscores our commitment to seeing the WMX-affiliated group of companies
retain its leadership of the hazardous waste industry."
WMX Technologies said that the proposed transaction would take the form of
a merger of a wholly owned subsidiary of WMX into Chemical Waste Management.
Under the proposal, the merger would be subject to the approval of the holders
of a majority of Chemical Waste Management's outstanding shares other than
shares held by WMX who vote on it at a special meeting of Chemical Waste
Management stockholders called for that purpose.
In other action, the Company announced that it was undertaking a
comprehensive review of WMX Technologies' operations and financial strategies
and its organizational structure in order to consider other potential strategic
actions intended to enhance stockholder value. The Board authorized management
to commence discussions with external financial and strategic advisors to be
retained to assist with the review. No date was set for the completion of the
project, but the Company indicated it expected the matter to be discussed at the
Board's annual strategic planning meeting in late January 1995.
WMX Technologies is the world's leading environmental services company.
Based in Oak Brook, Illinois, the Company operates through five principal
subsidiaries: Waste Management, Inc., Chemical Waste Management, Inc.,
Wheelabrator Technologies Inc., Rust International Inc. and Waste Management
International plc.
