<PAGE>
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
WMX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2660763
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3003 Butterfield Road
Oak Brook, Illinois 60521
(Address of principal executive offices)
----------------------
WMX Technologies, Inc.
Non-Qualified Profit Sharing and Savings Plus Plan
(Full title of the plan)
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Attn: Herbert A. Getz
Senior Vice President, General Counsel and Secretary
(708) 572-8800
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par
value $1.00 per
share............... 1,500,000 shares $27.94(1) $41,910,000(1) $8,382.00
- --------------------------------------------------------------------------------
Deferred Compensation
Obligations......... $30,000,000 100% $30,000,000(2) $6,000.00
================================================================================
</TABLE>
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated
on the basis of the average of the high and low sale prices for the
registrant's common stock on the New York Stock Exchange Composite Tape on
November 13, 1995, as reported by The Wall Street Journal (Midwest Edition).
Such price and aggregate price are included solely for the purpose of
calculating the registration fee.
(2) Estimated solely for the purpose of determining the registration fee.
================================================================================
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION; ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
The documents containing the information required by these items will be
given to employees participating in the WMX Technologies, Inc. Non-Qualified
Profit Sharing and Savings Plus Plan, as amended and restated (the "Plan") and
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of the registration statement or as an exhibit thereto.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by WMX Technologies, Inc. (the "Company") with
the Commission are hereby incorporated herein by reference:
(a) The Company's latest annual report on Form 10-K, or if the financial
statements therein are more current, the Company's latest prospectus filed
pursuant to rule 424(b) or (c) under the Securities Act of 1933.
(b) All other reports filed by the Company pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the financial statements contained in the
prospectus referred to in (a) above.
(c) The description of the Company's common stock which is contained in
the registration statement filed under section 12 of the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
of the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a 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 registration statement 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
registration statement.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
The description of the Company's common stock is contained in the
registration statement filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
description, and such description is incorporated by reference into this
registration statement.
Under the WMX Technologies, Inc. Non-Qualified Profit Sharing and Savings
Plus Plan, as amended and restated (the "Plan"), the Company will provide
eligible employees the opportunity to defer a specified percentage of their cash
compensation. The obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of the Plan (the "Obligations") will be
unsecured general obligations of the Company and will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. The following summary of certain provisions of the Obligation does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all provisions of the Plan, including the definitions therein
of certain terms. A copy of the Plan has been filed as an exhibit to this
registration statement.
The amount of compensation to be deferred by each participating employee
will be determined in accordance with the Plan based on elections by the
employee. Each Obligation will be payable as soon as practicable after the
employee's termination of employment due to death or disability, or as soon as
practicable after the one year anniversary of the employee's termination of
employment for any other reason, in accordance with the terms of the Plan, or
upon a change in control of the Company as defined in accordance with the terms
of the Plan. The Obligations will carry respective rates of return equal to that
of the investment funds selected by the employee participant under the WMX
Technologies, Inc. Profit Sharing and Savings Plan. Each employee's Obligation
will be adjusted to reflect the investment experience of the selected investment
funds, including any appreciation or depreciation. Each employee participant
will be fully vested in the Obligations, except that if an employee participant
violates his or her non-compete or confidentiality agreement with the Company
before payment of the Obligations, he or she will forfeit such deferred
compensation and any increase in value thereof.
An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan or by laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part, prior
to the participating employee's termination of employment. However, the Company
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall adversely affect the right of an employee
participant to the balance of his or her deferred account as of the date of
such amendment or termination.
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or
2
<PAGE>
negative covenant on the part of the Company. No trustee has been appointed
having the authority to take action with respect to the Obligations and each
employee participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations. Reference is made to article twelfth of the Company's restated
certificate of incorporation, filed as exhibits 4.01 through 4.08 to this
registration statement, and section 6 of article VII of the Company's bylaws,
filed as exhibit 4.09 to this registration statement, which provide
indemnification by the Company of each director, officer or employee of the
Company to the full extent permitted by the DGCL.
Under insurance policies maintained by the Company, the directors and
officers of the Company 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 and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
3
<PAGE>
(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) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this 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 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c)-(g) Not applicable.
(h) 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 Act
and is, therefore, unenforceable. In the event that a claim for
4
<PAGE>
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.
(i)-(j) Not applicable.
5
<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-8 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 November 17, 1995.
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.
Signature Title Date
--------- ----- ----
/s/ Dean L. Buntrock Director, Chairman of
------------------------ the Board and Chief
Dean L. Buntrock 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 November 17, 1995
---------------------
Peer Pedersen
/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/ Pastora San Juan Cafferty Director
---------------------------------
Pastora San Juan Cafferty
/s/ James B. Edwards Director
------------------------
James B. Edwards
/s/ Thomas C. Hau Vice President, Controller
--------------------- and Principal Accounting
Thomas C. Hau Officer
/s/ James E. Koenig Senior Vice President,
----------------------- Treasurer and Principal
James E. Koenig Financial Officer
6
<PAGE>
WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION(1)
- ------- --------------
4.01 Restated Certificate of Incorporation of WMX Technologies, Inc.
("WMX"), as amended as of May 24, 1985 (incorporated by reference to
Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended June
30, 1985)
4.02 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c)
to WMX's registration statement on Form S-8, Registration No. 33-6265)
4.03 Certificate of Designation of Preferred Stock of WMX, filed January
30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986
annual report on Form 10-K)
4.04 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 15, 1987 (incorporated by reference to Exhibit
4.5(d) to WMX's registration statement on Form S-4, Registration No.
33-15518)
4.05 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to
WMX's registration statement on Form S-3, Registration No. 33-30190)
4.06 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to
WMX's registration statement on Form S-8, Registration No. 33-35936)
4.07 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to
WMX's report on Form 8-K dated May 14, 1993)
4.08 Conformed copy of Restated Certificate of Incorporation of WMX, as
amended (incorporated by reference to Exhibit 4(b) to WMX's report on
Form 8-K dated May 14, 1993)
4.09 By-laws of WMX, as amended and restated as of January 28, 1995
(incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report
on Form 10-K)
4.10 Rights Agreement dated as of February 6, 1987, between WMX and Harris
Trust and Savings Bank, which includes as Exhibit A the form of
Certificate of Designation of Preferred Stock, as Exhibit B, the form
of Rights Certificate and, as Exhibit C, the Summary of Rights
(incorporated by reference to Exhibit 4 to WMX's report on Form 8-K
dated January 26, 1987)
4.11 Certificate of Adjustment relating to April 1987 stock split pursuant
to Section 12 of the Rights Agreement (incorporated by reference to
Exhibit 4.3(b) to WMX's registration statement on Form S-1,
Registration No. 33-13839)
4.12 Certificate of Adjustment relating to December 1989 stock split
pursuant to Section 12 of the Rights Agreement (incorporated by
reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form 10-K)
4.13 WMX Technologies, Inc. Non-Qualified Profit Sharing and Savings
Plus Plan
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.
EX-1
<PAGE>
EXHIBIT
NUMBER DESCRIPTION(1)
- ------- --------------
5 Opinion of Thomas A. Witt, Esq., re: legality
15 None
23.01 Consent of Arthur Andersen LLP as Independent Public Accountants
23.02 Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5)
24 None
28 None
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WMX's file number thereunder is 1-7327.
EX-2
<PAGE>
EXHIBIT 4.13
WMX TECHNOLOGIES, INC.
NON-QUALIFIED
PROFIT SHARING AND SAVINGS PLUS PLAN
WMX Technologies, Inc., a Delaware corporation, established this Non-
Qualified Profit Sharing and Savings Plus Plan effective as of January 1, 1994,
and subsequently amended and restated the Plan effective as of January 1, 1996.
ARTICLE I
DEFINITIONS
Wherever used in this Plan, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
1.1 Account: The record of a Participant's interest under the Plan.
Accounts are kept solely for recordkeeping purposes and shall not require a
segregation of any Company assets. Accounts are subdivided into the (i) Profit
Sharing Plus Account; (ii) Voluntary Deferral Account; and (iii) Matching Plus
Account.
1.2 Before-Tax Account: The record under the Profit Sharing Plan of the
before-tax contributions allocated to a participant thereunder, plus any
earnings and minus any losses.
1.3 Change in Control: The occurrence of any of the following events:
(i) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person (an "Acquiror") and as a result
of such merger, consolidation or reorganization less than 75% of the
outstanding voting securities or other capital interests of the surviving,
resulting or acquiring corporation or other legal person are owned in the
aggregate by the stockholders of the Company, directly or indirectly,
immediately prior to such merger, consolidation or reorganization, other
than the Acquiror or any corporation or other legal person controlling,
controlled by or under common control with the Acquiror;
(ii) The Company sells all or substantially all of its business
and/or assets to an Acquiror, of which less than 75% of the outstanding
voting securities or other capital interests are owned in the aggregate by
the stockholders of the Company, directly or indirectly, immediately prior
to such sale, other than any corporation or other legal person controlling,
controlled by or under common control with the Acquiror;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person or group (as the terms "person" and "group" are
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and the
rules and regulations promulgated thereunder) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
<PAGE>
successor rule or regulation promulgated under the Exchange Act) of 20% or
more of the issued and outstanding shares of voting securities of the
Company; or
(iv) During any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's stockholders, of
each new director of the Company was approved by a vote of at least two-
thirds of such directors of the Company then still in office who were
directors of the Company at the beginning of any such period.
1.4 Code: The Internal Revenue Code of 1986, as amended from time to
time. Reference to a section of the Code shall include that section and any
corresponding provisions of any future legislation that amends, supplements or
supersedes that section.
1.5 Committee: The Executive Committee of the Company.
1.6 Company: WMX Technologies, Inc., a Delaware corporation.
1.7 Compensation: The amount of a Participant's compensation as defined
in the Profit Sharing Plan from time to time; provided, however, that the
limitations of Section 401(a)(17) of the Code shall not apply to the
determination of Compensation under the Plan.
1.8 Disability: A Participant shall be deemed totally and permanently
disabled when he/she is unable to perform the usual duties of his/her employment
by reason of a medically determinable physical or mental impairment which in the
opinion of a physician selected by or acceptable to the Committee can be
expected to result in death or to be of long-continued or indefinite duration.
1.9 Participant: Any person who participates in the Plan pursuant to
Section 3.1.
1.10 Plan: This WMX Technologies, Inc. Non-Qualified Profit Sharing and
Savings Plus Plan, as amended from time to time.
1.11 Plan Year: The Plan Year shall be each calendar year.
1.12 Profit Sharing Account: The record under the Profit Sharing Plan of
the profit sharing contributions allocated to a participant thereunder, plus any
earnings and minus any losses.
1.13 Profit Sharing Plan: The WMX Technologies, Inc. Profit Sharing and
Savings Plan, as amended from time to time.
1.14 Termination of Employment: The termination of a Participant's
employment with the Company and all of its majority-owned subsidiaries.
Temporary absence from employment because of illness, vacation, approved leaves
of absence, and transfers of employment among the Company and its subsidiaries,
shall not be considered to terminate employment or to interrupt continuous
employment.
2
<PAGE>
1.15 Voluntary Deferral Election: The election made pursuant to Section
4.3 of the Plan to defer receipt of a portion of a Participant's Compensation.
ARTICLE II
PURPOSE
It is anticipated that amounts otherwise allocable under the Profit Sharing
Plan to certain Participants may be restricted as a result of the limitations
imposed by section 415 of the Code on the amount of annual additions under the
Profit Sharing Plan, the limitations imposed by section 401(a)(17) of the Code
on the amount of annual compensation taken into account under the Profit Sharing
Plan and the limitations imposed by the Plan and Section 402(g) of the Code on
the amount of elective salary deferrals under the Profit Sharing Plan. The
purpose of this Plan is to supplement the Profit Sharing Plan by the allocation
and payment of benefits to those Participants, and their surviving spouses and
other beneficiaries, as to whom benefits otherwise allocable under the Profit
Sharing Plan are so restricted.
ARTICLE III
ELIGIBILITY FOR BENEFITS
3.1 Participation. For any given Plan Year, any employee of the Company
or any of its majority-owned subsidiaries will be eligible to participate in the
Plan if he or she (i) is an active participant in the Profit Sharing Plan and
(ii) is either (a) compensated at a level equal to or greater than the annual
compensation limit of Section 401(a)(17) of the Code, or (b) subject to the
Officer Stock Ownership Policy ("OSOP Officer").
3.2 Vesting. Except as provided in Section 4.6 below, a Participant shall
become vested in his or her Account balances and, therefore, have the right to
receipt of such Account balances upon his or her Termination of Employment as
follows:
(a) A Participant shall become vested in his Profit Sharing Plus
Account balance at the same time and in the same manner as he becomes
vested in his Profit Sharing Account balance; and
(b) A Participant shall always be vested in his Voluntary
Deferral Account balance; and
(c) A Participant shall become vested in each of the annual
credits, if any, to his or her Matching Plus Account after the earliest of:
(i) four consecutive years of employment with the Company or any of its
majority-owned subsidiaries from the date such credit was made, (ii) the
Participant's retirement on or after age 55 with ten years of service
(within the meaning of the WMX Technologies, Inc. Pension Plan) or (iii)
the Participant's death or Disability while employed by the Company or any
of its majority-owned subsidiaries. Years of employment shall be
determined by the Committee, in its sole discretion, in accordance with
rules uniformly and consistently applied to all Participants in similar
circumstances.
3
<PAGE>
If a Participant has a Termination of Employment prior to becoming fully
vested in his or her Profit Sharing Plus Account or Matching Plus Account, he or
she shall forfeit the unvested portion of such Account. Notwithstanding the
foregoing provisions of this Section, in the event of a Change in Control, a
Participant's Account shall become immediately and fully vested upon the Change
in Control.
ARTICLE IV
BENEFITS
4.1 Allocation to Profit Sharing Plus Accounts. A Participant's Profit
Sharing Plus Account shall be credited as of the end of each Plan Year with an
amount equal to
(a) the profit-sharing contribution that would have been allocated to
the Participant's Profit Sharing Account for the Plan Year if (i) the
restrictions of sections 401(a)(17) and 415 of the Code did not apply and (ii) a
limit on considered compensation equal to $500,000 (as indexed by the Committee
in its sole discretion) did apply, minus
(b) the profit-sharing contribution that was actually allocated to the
Participant's Profit Sharing Account for the Plan Year.
4.2 Allocation to Voluntary Deferral Accounts. Effective January 1, 1996,
each Participant shall, if he so elects, have his Compensation reduced for each
Plan Year by the amount specified in his Voluntary Deferral Election made in
accordance with Section 4.3. A Participant's Voluntary Deferral Account shall
be credited, in the case of deferred base salary, as of the end of each payroll
period, and, in the case of deferred bonus, as of the date the bonus would
otherwise be paid, with an amount equal to such reduction.
4.3 Voluntary Deferral Elections. Prior to the beginning of each Plan
Year beginning on or after January 1, 1996, a Participant may elect, on a form
provided by the Committee, to have his Compensation reduced in increments of 1%
up to a maximum percentage specified from time to time by the Committee in
accordance with such rules and other limitations as the Committee may from time
to time specify. Notwithstanding the foregoing, a Participant may make a
separate election over the portion of his Compensation representing annual bonus
payments.
4.4 Allocation to Matching Plus Account. If a Participant who is an OSOP
Officer elects to defer a portion of his annual bonus pursuant to Section 4.3
above and elects to have that bonus deferral deemed to be invested in Company
common stock pursuant to Section 4.5(c), the Participant's Matching Plus Account
shall be credited, as of the date of the annual bonus would otherwise be paid,
with an amount equal to 20% of the voluntary bonus deferral amount.
4.5 Deemed Investment. (a) A Participant's Profit Sharing Plus Account
shall be deemed to be invested in the same manner over the same periods of time
as his Profit Sharing Account, and a Participant shall not have any right to
direct otherwise. The Participant's Profit Sharing Plus Account shall be
credited with gains and debited with losses in the amounts which would be
reflected in such Account were it actually invested in a like manner to such
4
<PAGE>
Participant's Profit Sharing Account (other than the investment of any portion
of such Profit Sharing Account in a loan to the Participant).
(b) A Participant's Voluntary Deferral Account shall be deemed to be
invested in the same manner over the same periods of time as his Before-Tax
Account, and a Participant shall not have any right to direct otherwise. The
Participant's Voluntary Deferral Account shall be credited with gains and
debited with losses in the amount which would be reflected in such Account were
it actually invested in a like manner to such Participant's Before-Tax Account
(other than the investment of any portion of such Before-Tax Account in a loan
to the Participant).
(c) Notwithstanding paragraph (b) above, a Participant who is an OSOP
Officer may elect that any or all of the portion of his Voluntary Deferral
Account derived from the deferral of annual bonus be deemed to be invested in
Company common stock. If such an election is made, it will remain in effect
until the payment of the Participant's Account pursuant to Section 4.6.
(d) A Participant's Matching Plus Account shall be deemed to be invested in
Company common stock.
4.6 Payment of Benefits. (a) After a Participant's Termination of
Employment, the Company shall pay the Participant (or his surviving spouse or
other beneficiary in accordance with Section 4.9) his vested Account balances in
a lump sum (i) in the event that the Termination of Employment was caused by the
Participant's death or Disability, as soon as reasonably practicable following
the Participant's Termination of Employment, or (ii) in any other event, as soon
as practicable following the one year anniversary of such Participant's
Termination of Employment.
(b) In the case of Participants who are subject to Section 16(b) of the
Securities Exchange Act of 1934, the payment described in paragraph (a) above
shall be made in cash. In the case of all other Participants, (A) the payment
of any (i) amounts of deferred bonus deemed to be invested in Company stock and
the deemed earnings thereon and (ii) Matching Plus Account balances, shall be
made in Company common stock, and (B) the payment of any amounts not described
in (A) shall be made in cash. In the case of payment in Company common stock,
the stock shall be valued at its fair market value as of the applicable date
(i.e., Termination of Employment or the one year anniversary of Termination of
Employment) which shall, unless the Committee otherwise determines, be the
average of the closing sale prices per share of the Company's common stock on
the New York Stock Exchange Composite Tape (as reported in The Wall Street
Journal, Midwest Edition) (or if the Company's common stock is not then traded
on the New York Stock Exchange, reported on the principal market where such
common stock is actively traded) on each of the ten trading days immediately
preceding the applicable date.
(c) Notwithstanding any other provision of this Plan to the contrary, in
the event the Committee determines, in its sole discretion, that the Participant
violated any agreement not to compete with, or not disclose confidential
information of, the Company or its majority-owned
5
<PAGE>
subsidiaries, either before or after his or her Termination of Employment, the
Participant shall forfeit his or her entire Account balance, whether or not
vested.
4.7 Change in Control. Notwithstanding any provision of the Plan to the
contrary, any amounts credited to a Participant's Account hereunder shall be
immediately payable upon a Change in Control, by the Company, or if the Company
is not the survivor of such Change in Control, the Acquiror. The amount payable
by the Company or the Acquiror, as the case may be, shall be in cash or by
certified check and shall be reduced by any taxes required to be withheld.
If any amounts in a Participant's Account are deemed to be invested in
Company common stock at the time of a Change in Control, each share of Company
common stock in such investment shall be valued at the "fair market value per
share". The "fair market value per share" shall be determined by the Committee,
as it existed immediately prior to such Change in Control. The "fair market
value per share" shall mean, (i) except in the case of a merger, consolidation
or reorganization with an Acquiror in which the Company is not the survivor (a
"Termination Merger"), the average of the highest sales price per share of the
Company's common stock on the New York Stock Exchange Composite Tape (as
reported in The Wall Street Journal, Midwest Edition) (or if the Company's
common stock is not then traded on the New York Stock Exchange, reported on the
principal market where such common stock is actively traded) on each of the five
trading days immediately preceding the date of the Change in Control, and (ii)
in the case of a Termination Merger, the higher of (A) the fair market value of
the consideration receivable per share by holders of common stock of the Company
in such Termination Merger, which fair market value as to any securities
included in such consideration shall be the average of the highest sales price
per unit of such security on the New York Stock Exchange Composite Tape (as
reported in The Wall Street Journal, Midwest Edition) (or if such security is
not traded on the New York Stock Exchange, reported on the principal market
where such security is actively traded) on each of the five trading days
immediately preceding the date of the Termination Merger and as to any such
security not actively traded in any market and as to all other property included
in such consideration, shall be the amount determined by the Committee in its
discretion or (B) the amount determined pursuant to clause (i) of this
paragraph.
4.8 Special Allocation for Transferred Participants. In the event a
Participant (i) is transferred during a Plan Year to any entity that is owned at
least 50% by the Company but that has not adopted the Profit Sharing Plan for
the benefit of its employees and (ii) remains employed by that entity (or
another 50% Company owned entity) through December 31 of that Plan Year, such
Participant's Profit Sharing Plus Account shall be credited with an amount equal
to the profit-sharing contribution that would have been allocated to the
Participant's Profit Sharing Account for such Plan Year if:
(a) the requirement that the Participant be an active participant in
the Profit Sharing Plan on December 31 of the Plan Year did not apply,
(b) the Participant's considered compensation was equal to the
compensation he had been earned for the year through the last day he was an
active participant in the Profit Sharing Plan,
6
<PAGE>
(c) the restrictions of sections 401(a)(17) and 415 of the Code did
not apply, and
(d) a limit on considered compensation equal to $500,000 (as indexed
by the Committee in its sole discretion) did apply.
4.9 Beneficiaries.
(a) A deceased Participant's Account shall be distributed to the
persons effectively designated by the Participant as his/her beneficiaries under
the Profit Sharing Plan. Unless a Participant has effectively elected otherwise
in accordance with the Profit Sharing Plan, the Participant's beneficiary shall
be his/her surviving spouse. In determining the identity or status of a
surviving spouse, the Committee or its designee may rely upon records of the
Plan or employer and any action taken in reliance thereon shall relieve the
Plan, the Committee and the Company of any further obligation thereto unless the
Committee has actual knowledge that said information is not correct.
(b) (i) If a Participant dies, and to the knowledge of the Committee
after reasonable inquiry leaves no surviving spouse, has not filed an effective
beneficiary designation or has revoked all such designations, or has filed an
effective designation but the beneficiary or beneficiaries predeceased him, the
distributable portion of the Participant's Account shall be paid to the executor
or administrator of the Participant's estate.
(ii) If the beneficiary, having survived the Participant, shall
die prior to the final and complete distribution of the Participant's Account,
then the distributable portion of said Account shall be paid:
(A) to the contingent or successive beneficiary named in the
most recent effective beneficiary designation filed by the Participant in
accordance with such designation filed by the Participant in accordance with
such designation; or
(B) if no such beneficiary has been named, to the executor
or administrator of the beneficiary's estate.
ARTICLE V
ADMINISTRATION
5.1 Administration and Interpretation. The Committee shall be the Plan
administrator. The Committee shall have the authority to control and manage the
operation and administration of the Plan, to adopt rules and regulations
regarding the administration of the Plan, to interpret the Plan, to determine
the conditions subject to which any benefits may be credited or payable, and to
make any other determinations which the Committee believes are necessary or
advisable for the administration of the Plan. The Committee shall be entitled
to rely conclusively upon all tables, valuations, certificates, opinions, and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Committee with respect to the Plan.
Determinations by the Committee shall be final and binding on all parties with
respect to
7
<PAGE>
all matters relating to the Plan. The Committee may delegate all or any part of
its authority to any officer of the Company.
5.2 Claims Procedure.
(a) If a Participant or other person believes that he is entitled to
benefits under the Plan, he may file a claim for benefits in writing with the
Committee. If a claim for benefits is wholly or partially denied, the Committee
shall give the claimant written notice of the denial within a reasonable period
of time after receipt of the claim by the Committee. Such notice shall set
forth:
(i) the specific reason or reasons for the denial,
(ii) specific reference to pertinent provisions of the Plan on which
the denial is based,
(iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary, and
(iv) an explanation of the claim review procedure.
(b) A claimant whose claim is denied, or his duly authorized
representative, may request a review upon written application to the Committee
within 60 days after receiving notice of the denial. In connection with such
request, the claimant or his authorized representative may review pertinent
documents and may submit issues and comments in writing. If such a request is
made, the Committee shall make a full and fair review of the denial of the claim
and shall make a decision not later than 60 days after receipt of the
application, unless special circumstances (such as the need to hold a hearing)
require an extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than 120 days after receipt of the
request. The decision on review shall be in writing and shall include specific
reasons for the decision and specific references to the pertinent provisions of
the Plan on which the decision is based.
5.3 Amendment and Termination. This Plan may be amended, curtailed or
terminated at any time by action of the Company's Board of Directors or the
Executive Committee thereof. However, no such action shall reduce the Account
of any Participant under this Plan below the amount which as of the date of such
action would have been payable under this Plan if the Participant had terminated
as of that said date and this Plan had continued in effect without change.
ARTICLE VI
MISCELLANEOUS
6.1 Anti-alienation Provision. No interest of any person or entity in, or
right to receive a benefit under the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other alienation
or encumbrance of any kind; nor may such
8
<PAGE>
interest or right to receive a benefit be taken, either voluntarily or
involuntarily, for the satisfaction of the debts of, or other obligations or
claims against, such person or entity, including claims for alimony, support,
separate maintenance and claims in bankruptcy proceedings.
6.2 No Guarantee of Employment. Nothing in the Plan shall confer upon any
Participant the right to be retained in the service of the Company or any of its
subsidiaries, nor shall it interfere with the right of the Company or any of its
subsidiaries to discharge or otherwise deal with any Participant without regard
to the existence of this Plan.
6.3 No Funding. The Plan shall at all times be entirely unfunded and no
provision shall at any time be made with regard to segregating any assets of the
Company for payment of any benefits hereunder. All benefits under the Plan are
payable solely from the general assets of the Company. No Participant,
surviving spouse or other person shall have any interest in any particular
assets of the Company by reason of the right to receive a benefit under the Plan
and any such Participant, surviving spouse or other person shall have only the
rights of a general unsecured creditor of the Company with respect to any rights
under the Plan. Nothing contained in the Plan shall constitute a guaranty by
the Company or any other entity or person that the assets of the Company will be
sufficient to pay any benefit hereunder.
6.4 General Conditions. Except as otherwise expressly provided herein,
all terms and conditions of the Profit Sharing Plan applicable to (i) a Profit
Sharing Account shall also be applicable to a Profit Sharing Plus Account
hereunder and (ii) a Before-Tax Account shall also be applicable to a Voluntary
Deferral Account hereunder. Any benefit payable under the Profit Sharing Plan
shall be paid solely in accordance with the terms and conditions of the Profit
Sharing Plan and nothing in this Plan shall operate or be construed in any way
to modify, amend or affect the terms and provisions of the Profit Sharing Plan.
6.5 Incapacity of Recipient. If any person entitled to a benefit payment
under the Plan is deemed by the Committee to be incapable of personally
receiving and giving a valid receipt for such payment, then, unless and until
claim therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Committee may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be a payment for the account of such person and a complete
discharge of any liability of the Company and the Plan therefor.
6.6 Corporate Successors. The Plan shall not be automatically terminated
by a transfer or sale of assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or other entity, but the Plan
shall be continued after such sale, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees to continue the
Plan. In the event that the Plan is not continued by the transferee, purchaser
or successor entity, then the Plan shall terminate.
6.7 Unclaimed Benefit. Each Participant shall keep the Company informed
of his current address and the current address of his spouse. The Committee
shall not be obligated to search for the whereabouts of any person. If the
location of a Participant is not made known
9
<PAGE>
to the Company within three years after the date on which payment of the
Participant's benefit may first be made, payment may be made as though the
Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three years
after the actual death of a Participant, the Committee is unable to locate any
surviving spouse of the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant or surviving spouse
or any other person and such benefit shall be irrevocably forfeited.
6.8 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as an
employee or agent of the Company shall be liable to any Participant, former
Participant, surviving spouse or any other person for any claim, loss, liability
or expense incurred in connection with the Plan.
6.9 Governing Law. The Plan shall be construed and administered according
to the laws of Illinois to the extent that such laws are not preempted by the
laws of the United States of America.
6.10 Gender and Number. Except when the context indicates to the contrary,
when used herein, masculine terms shall be deemed to include the feminine, and
singular the plural.
6.11 Headings. The headings of paragraphs are included solely for
convenience of reference, and if there is any conflict between such headings and
the text of this Plan, the text shall control.
6.12 Severability. If all or any part of this Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Plan not declared
to be unlawful or invalid. Any section or part of a section so declared to be
unlawful or invalid shall, if possible, be construed in a manner which will give
effect to the terms of such section or part of a section to the fullest extent
possible while remaining lawful and valid.
The foregoing is the true and complete text of the WMX Technologies, Inc.
Non-Qualified Profit Sharing and Savings Plus Plan as amended and restated by
the Executive Committee of the Board of Directors of WMX Technologies, Inc. on
November 10, 1995.
/s/ Herbert A. Getz
________________________________
Herbert A. Getz, Secretary
10
<PAGE>
EXHIBIT 5
WMX LETTERHEAD
November 17, 1995
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Dear Sirs:
I am Associate General Counsel for WMX Technologies, Inc., a Delaware
corporation (the "Company"), and have acted as such in connection with the
proposed filing with the Securities and Exchange Commission expected to be made
on or about November 17, 1995 under the Securities Act of 1933, as amended, of
a Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering $30,000,000 of Deferred Compensation Obligations which
represent unsecured obligations of the Company to pay deferred compensation in
the future in accordance with the terms of WMX Technologies, Inc. Non-Qualified
Profit Sharing and Savings Plus Plan (the "Plan"). In such capacity, I, or
attorneys acting under my direction, have examined the Restated Certificate of
Incorporation and By-Laws of the Company, the Plan, and such other documents of
the Company as I have deemed necessary or appropriate for the purposes of the
opinion expressed herein.
Based upon the foregoing, I advise you that, in my opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
Thomas A. Witt
Vice President, Assistant Secretary
and Associate General Counsel
/lsl
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1995 (except with respect to the matter discussed in Note 17, as to
which the date is March 14, 1995), included (or incorporated by reference), in
the WMX Technologies, Inc. Form 10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 17, 1995
