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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
DECEMBER 12, 1995
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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On December 12, 1995, the registrant issued a news release reporting
that (i) the registrant's Board of Directors has authorized the repurchase by
the registrant of up to 25 million shares of its common stock in the open market
or in privately negotiated transactions over a 24-month period; (ii) the
registrant's Wheelabrator Technologies Inc. 56%-owned subsidiary has also
announced an increased common stock repurchase program covering 20 million of
that company's outstanding shares; (iii) a largely non-cash exceptional charge
of (Pounds)96.4 million (after tax) announced by the registrant's 80%-owned
Waste Management International plc subsidiary ("Waste Management International")
would reduce the registrant's 1995 fourth quarter net income by approximately
$111 million, or $.23 per share, which results from a review of that
subsidiary's operations and structure and reflects that subsidiary's intention
to refocus on its core waste services business; and (iv) the registrant's Rust
International Inc. subsidiary intends to sell its process engineering and
construction business and focus on its environmental and infrastructure
consulting business, in connection with which the registrant may record a non-
cash charge in the fourth quarter, depending upon the outcome of a review to
determine whether or not the carrying value of the operations to be sold should
be adjusted prior to sale. A copy of the news release is filed herewith as an
exhibit and incorporated herein by reference.
Separately, Waste Management International issued a news release
announcing (together with the above-described exceptional charge) that Waste
Management International's results of operations for the fourth quarter of 1995
will be below expectations and that Waste Management International's 1996
earnings should not be expected to exceed 1995 earnings by more than 5% to 10%.
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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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
27. None
99.1 News release dated December 12, 1995 issued by WMX Technologies, Inc.
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/*/ Exhibits not listed are inapplicable.
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Analyst Contact: Media Contact:
James E. Koenig William J. Plunkett
(708) 572-8822 (708) 572-8898
WMX TECHNOLOGIES, INC. ANNOUNCEMENTS:
. Board Authorizes Share Repurchase Program
. Waste Management International Charge
. Rust International Unit's Process Engineering and
Construction Businesses To Be Sold
Oak Brook, Illinois, December 12, 1995 -- WMX Technologies, Inc.
announced today that its Board of Directors has authorized the repurchase by the
Company of up to 25 million shares of its common stock in the open market or in
privately negotiated transactions over the next 24-month period. The Company
currently has approximately 487 million shares of common stock outstanding.
This authorization replaces an existing common stock repurchase program which
will expire in the first quarter of 1996.
Dean L. Buntrock, Chairman of the Board and Chief Executive Officer,
stated that "The Board's action reaffirms its commitment to the strategy begun
in 1994 which focuses on increasing the Company's returns on its investments in
place and on generating increasing levels of cash flow while maintaining
reasonable earnings growth. We are confident that the Company will meet its
1995 objective of generating in excess of $500 million in cash flow and we
anticipate an increase in cash flow during 1996. We also expect that the
Company's 1996 capital expenditures budget will be no greater than the level of
capital spending in 1995."
The Company noted that its 56 percent owned Wheelabrator Technologies
Inc. subsidiary has also announced an increased common stock repurchase program
covering 20 million of that Company's approximately 183 million outstanding
shares.
Separately, the Company reported that a largely non-cash exceptional
charge announced today by its majority owned Waste Management International plc
subsidiary would reduce the Company's net income in the fourth quarter by
approximately $111 million, or $.23 per share. The charge follows the
completion of a thorough review of Waste Management International's operations
and management structure and reflects the subsidiary's intention
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to refocus on its core waste services business. Waste Management International
indicated that it would record an exceptional charge in the fourth quarter of
96.4 million pounds after tax primarily related to the actions it is taking to
sell or discontinue non-core businesses and investments as well as core
businesses and investments in low potential markets, abandon certain hazardous
waste treatment and processing technologies, and streamline its country
management organization.
WMX also reported that as a result of the Company's ongoing strategic
review, its Rust International Inc. subsidiary will sell its process engineering
and construction businesses and focus on its environmental and infrastructure
engineering and consulting practices. The businesses to be sold are expected to
generate $800-850 million in gross revenues for Rust in 1995. The Company said
that Rust will engage investment bankers to review the operations selected for
divestiture in order to determine whether their carrying value should be
adjusted prior to sale. Depending on the outcome of this review, which is
expected to be completed within the next 45 days, the Company also said that it
might record a non-cash charge in the fourth quarter.
"These recent actions at Waste Management International and Rust,"
said Mr. Buntrock, "are indicative of the ongoing efforts of the Company's
management to identify businesses, investments and assets that either do not
support the Company's environmental services mission or which do not provide
sufficient returns on invested capital."
WMX Technologies is the leading international environmental services
company. Based in Oak Brook, Illinois, its principal subsidiaries include Waste
Management, Inc., Chemical Waste Management, Inc., Wheelabrator Technologies
Inc., Rust International Inc., and Waste Management International plc.
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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: December 12, 1995
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