SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Post-Effective Amendment No. 1
For Registration of Certain Classes
of Securities Pursuant to
Section 12(b) or (g) of the
Securities Exchange Act of 1934
WMX TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-2660763
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(State of incorporation (IRS Employer
or organization) Identification No.)
3003 Butterfield Road, Oak Brook, Illinois 60521
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Chemical Waste Management, The New York Stock Exchange
Inc. Liquid Yield Option (TM)
Notes due 2010, assumed by
WMX Technologies, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
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None
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(TM) Trademark of Merrill Lynch & Co., Inc.
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Item 1. Securities to be Registered.
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The descriptions of the Chemical Waste
Management, Inc. Liquid Yield Option Notes
due 2010, assumed by WMX Technologies, Inc. (the
"LYONs(TM)") to be registered hereunder and of
certain of the Federal income tax consequences
of the ownership and disposition of the LYONs are
incorporated by reference from the descriptions
of the LYONs and such tax aspects contained under
the captions "Description of LYONs" and "Certain
Tax Considerations" in the Prospectus included in
Chemical Waste Management, Inc.'s registration
statement on Form S-3 (No. 33-36212), as amended,
filed under the Securities Act of 1933.
Item 2. Exhibits.
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1. Form of LYON, which is Exhibit A to the Indenture
described below in paragraph 2.1.
2.1 Form of Indenture dated as of August 1, 1990
between Chemical Waste Management, Inc. and Harris
Trust and Savings Bank, as trustee (incorporated
by reference to Exhibit 4.1 to Chemical Waste Management,
Inc.'s registration statement on Form S-3, Registration
No. 33-36212).
2.2 Form of First Supplemental Indenture dated as of
January 24, 1995 by and among the registrant,
Chemical Waste Management, Inc., and Harris Trust
and Savings Bank, as trustee.
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(TM) Trademark of Merrill Lynch & Co., Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: January 27, 1995
WMX TECHNOLOGIES, INC.
By: /s/ Herbert A. Getz
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Herbert A. Getz
Vice President and Secretary
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CHEMICAL WASTE MANAGEMENT, INC.
Liquid Yield Option (TM) Notes
due 2010
(Zero Coupon-Subordinated),
assumed by WMX Technologies, Inc.
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FIRST SUPPLEMENTAL INDENTURE
Dated as of January 24, 1995
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HARRIS TRUST AND SAVINGS BANK
TRUSTEE
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(TM) Trademark of Merrill Lynch & Co., Inc.
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FIRST SUPPLEMENTAL INDENTURE, dated as of January 24, 1995 by and among
Chemical Waste Management, Inc., a Delaware corporation having its principal
office at 3001 Butterfield Road, Oak Brook, Illinois 60521 ("CWM"), WMX
Technologies, Inc., a Delaware corporation having its principal place of
business at 3003 Butterfield Road, Oak Brook, Illinois 60521 ("WMX"), and
Harris Trust and Savings Bank, a banking corporation organized and existing
under the laws of the State of Illinois, as Trustee under the Indenture
mentioned below (hereinafter called the "Trustee").
RECITALS
CWM and the Trustee have heretofore entered into an Indenture dated as of
August 1, 1990 (hereinafter called the "Original Indenture") to provide, among
other things, for the issuance of CWM's Liquid Yield Option Notes due 2010
(Zero Coupon - Subordinated), (the "Securities"), as amended or supplemented
from time to time, all as provided in the Original Indenture.
CWM, WMX and WMX Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of WMX ("Merger Sub"), have entered into an Agreement and Plan of
Merger, as amended, dated as of October 14, 1994 (the "Merger Agreement"),
providing for the Merger (the "Merger") of Merger Sub with and into CWM, with
CWM surviving the Merger as a wholly owned subsidiary of WMX. In the Merger,
all publicly held shares of common stock, $.01 par value, of CWM ("CWM Shares"),
will be converted into Convertible, Subordinated Notes of the Company due 2005
and having a principal amount at maturity of $1,000 (the "Notes"). Notes will
be issued in the Merger at the rate of one Note for each 81.1 CWM Shares. No
fractional notes will be issued in the Merger, and instead, cash will be paid
in lieu of any resulting fractional Note. The Notes will be convertible into
common stock, $1.00 par value of WMX. The Merger is permitted under Section
5.01 of the Original Indenture. WMX wishes to assume the obligations of CWM
under the Original Indenture, and is entering into this First Supplemental
Indenture in order to effect such assumption and in compliance with Section
11.14 of the Original Indenture.
The entry into this First Supplemental Indenture by the parties hereto is
in all respects authorized by the provisions of the Original Indenture.
All things necessary to make this First Supplemental Indenture a valid
agreement of WMX, CWM and the Trustee in accordance with its terms have been
done.
NOW, THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all holders
of Securities, without preference, priority or distinction, as follows:
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ARTICLE I
ASSUMPTION
Section 1.01. ASSUMPTION BY WMX OF OBLIGATIONS. WMX hereby assumes and
agrees to perform all obligations whatsoever of CWM under the Original Indenture
and the Securities. All references in the Original Indenture and the Securities
to the "Company" shall hereafter be deemed to refer to WMX, which shall be
deemed, for purposes of the Original Indenture, as supplemental hereby, to be a
successor to CWM as set forth in the definition of the "Company" contained in
Section 1.01 of the Original Indenture.
ARTICLE II
CONVERSION
Section 2.01. CONVERSION OF SECURITIES. A Holder of a Security will be
entitled at any time hereafter, in accordance with Article 11 of the Original
Indenture, to convert Securities into Notes (plus cash in lieu of any fractional
Notes), in an aggregate principal amount at maturity equal to the aggregate
principal amount at maturity of Notes which the Holder would have received if
such Holder had converted such Security immediately before the Effective Date of
the Merger (as defined in the Merger Agreement). All references in Article 11
of the Original Indenture and Paragraphs 9 and 10 of the Securities to "Common
Stock," "shares" or similar terms shall hereafter be deemed to refer to a Note
or Notes, as may be appropriate.
Section 2.02. AMENDMENT OF SECTION 11.05. Section 11.05 of the Original
Indenture is hereby amended to read in its entirety as follows:
"Section 11.05. COMPANY TO PROVIDE NOTES. The Company has entered
into an Indenture dated as of January 24, 1995 with Nations Bank of Georgia
National Association as Trustee providing for the issuance of up to
$810,000,000 aggregate principal amount at maturity of Notes, which
includes a sufficient aggregate principal amount at maturity of Notes to
permit the conversion of all of the outstanding Securities for Notes.
All Notes delivered upon conversion of the Securities shall be duly
authorized, valid and binding obligations of the Company.
The Company will endeavor promptly to comply with all Federal and
state securities laws regulating the offer and delivery of Notes upon
conversion of Securities, if any, and will list or cause to have quoted
such Notes on each national securities exchange or in the over-the-counter
market or such other market on which the Notes are then listed or quoted."
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Section 2.03. ADJUSTMENT. The provisions of Sections 11.06, 11.07, 11.08
and 11.09 of the Original Indenture and the fifth paragraph of Paragraph 9 of
the Securities concerning adjustment of the Conversion Rate shall have no
further force or effect.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
contained herein shall be taken as the statements of CWM and WMX, and the
Trustee assumes no responsibility for their correctness.
Section 3.02. EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not effect the construction hereof.
Section 3.03. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this First Supplemental Indenture by WMX shall bind its successors and assigns,
whether so expressed or not.
Section 3.04. SEPARABILITY CLAUSE. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.05. BENEFITS OF INDENTURE. Nothing in this First Supplemental
Indenture, express or implied, shall give to any Person, other than the parties
hereto, any Paying Agent, Registrar, Conversion Agent and the Security holders,
any benefit or any legal or equitable right, remedy or claim under the Original
Indenture.
Section 3.06. USE OF CAPITALIZED TERMS. The use of capitalized terms not
otherwise defined in this First Supplemental Indenture shall have the respective
meanings ascribed to them in the Original Indenture.
Section 3.07. GOVERNING LAW. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of Illinois.
Section 3.08. ORIGINAL INDENTURE. The Original Indenture shall remain in
full force and effect as amended, modified or supplemented hereby.
Section 3.09. EXECUTION OF COUNTERPARTS. This First Supplemental
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
CHEMICAL WASTE MANAGEMENT, INC.
By: /s/ D. P. Payne
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Its: President
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Attest:
/s/ Thomas A. Witt
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Title: Secretary
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WMX TECHNOLOGIES, INC.
By: /s/ Bruce D. Tobecksen
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Its: Vice President
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Attest:
/s/ Herbert A. Getz
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Title: Secretary
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HARRIS TRUST AND SAVINGS BANK,
AS TRUSTEE
By: /s/ Judy Bartolini
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Its: Vice President
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Attest:
/s/ Daryl L. Pomykala
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Title: Assistant Secretary
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