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Registration No. 33-44849
Filed pursuant to Rules 424(b)(3) and (c)
PROSPECTUS SUPPLEMENT DATED FEBRUARY 7, 1995 TO
PROSPECTUS DATED MAY 3, 1994, AS SUPPLEMENTED BY A
PROSPECTUS SUPPLEMENT DATED AUGUST 24, 1994
On February 6, 1995, WMX Technologies, Inc. (the "Company") issued a
news release reporting its results of operations for the fourth quarter of 1994
and for the year as a whole. For the quarter ended December 31, 1994, the
Company's revenue was $2,658,419,000, up 11 percent from $2,386,909,000 in the
quarter a year earlier. The Company's net income increased 26 percent to
$205,767,000, or $.42 per share, versus $162,923,000, or $.34 per share, in the
year-ago quarter. In the fourth quarter, the Company's Rust International Inc.
subsidiary ("Rust") recorded a charge related to the write-off of assets, one-
time costs associated with the discontinuance of Rust's marine construction and
dredging operations and the office closing costs resulting from a consolidation
of its engineering and construction groups. The charge reduced the Company's
earnings in the quarter by $.01 per share. For the full year ended December 31,
1994, the Company's net income was $784,381,000, or $1.62 per share, compared
with $452,776,000, or $.93 per share, for the full year of 1993. The full year
1993 included several special items which reduced the Company's net income by
$.60 per share. Excluding these items, the Company's earnings for the 12 months
ended December 31, 1993 would have been $1.53 per share. Excluding the Rust
charge discussed above, the Company's net income for 1994 would have been $1.63
per share. The Company's revenue in 1994 rose 11 percent to $10,097,318,000
from $9,135,577,000 in 1993.
In addition, on the same day, Wheelabrator Technologies Inc. and Waste
Management International plc, each a majority owned direct or indirect
subsidiary of the Company, stated that investors in those companies should not
expect 1995 earnings growth for those companies in excess of 10% and 5%,
respectively, over 1994.
On January 24, 1995, the Company acquired all of the outstanding
shares of Chemical Waste Management, Inc. ("CWM") which it did not already own.
The acquisition occurred pursuant to a merger (the "Merger") in which all
publicly held shares of CWM common stock (other than shares held by persons
exercising appraisal rights under Delaware law) were converted into convertible
subordinated notes of the Company due January 24, 2005 and having a principal
amount at maturity of $1,000 per note (the "Notes"), subject to the payment of
cash in lieu of the issuance of fractional Notes. Prior to the Merger, the
Company owned approximately 78.6% of CWM's outstanding shares, and the Company
will issue up to $550,000,000 principal amount at maturity of Notes in the
Merger. The Company will pay semi-annual cash interest payments on the Notes of
$20 per annum (equal to 2% per annum of the $1,000 principal amount at
maturity). Together with the cash interest, the difference between the $1,000
principal amount at maturity and the $717.80 per Note (the "Stated Issue Price")
will accrue at a rate of 5.75% per annum, computed on a semi-annual bond
equivalent basis, calculated from the date of the Merger. At the option of the
holder, each Note will be purchased for cash by the Company on March 15, 1998
and March 15, 2000 for $789.95 and $843.03, respectively, which represent the
Stated Issue Price plus accrued original issue discount to those dates. The
Company will also pay accrued but unpaid interest to such purchase date. The
Notes will be redeemable by the Company after March 15, 2000 (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 the Company) into 26.078 shares of common stock of the
Company. Upon any such conversion, the Company will have the option of paying
cash equal to the market value of the Company's shares which would otherwise be
issuable. The Notes have been listed on the New York Stock Exchange. The
Merger was approved by a committee of independent directors of CWM and by a
majority of the public stockholders of CWM. As a result of the Merger, CWM
became a wholly owned subsidiary of the Company.
