<PAGE>
Registration No. 33-60109
Filed Pursuant to Rule 424(b)(2)
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 7, 1995)
$200,000,000
LOGO
WMX TECHNOLOGIES, INC.
6.7% NOTES DUE 2001
Interest on the Notes is payable semi-annually on May 1 and November 1,
commencing November 1, 1996. The Notes are not redeemable prior to maturity.
See "Certain Terms of the Notes."
The Notes will be represented by a Global Note registered in the name of the
nominee of The Depository Trust Company, which will act as the Depositary (the
"Depositary"). Interests in the Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary
and its participants. Except as described herein, Notes in definitive form
will not be issued. Settlement for the Notes will be made in immediately
available funds. The Notes will trade in the Depositary's Same-Day Funds
Settlement System until maturity, and secondary market trading activity for
the Notes will therefore settle in immediately available funds. All payments
of principal and interest will be made by the Company in immediately available
funds. See "Certain Terms of the Notes--Same-Day Settlement and Payment."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECU-
RITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMI-
NAL OFFENSE.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1)(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note.............................. 99.828% 0.450% 99.378%
Total................................. $199,656,000 $900,000 $198,756,000
</TABLE>
- -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from May 23, 1996.
(2) Before deducting expenses payable by the Company estimated at $164,266.
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of certain
legal matters by counsel for the Underwriters. The Underwriters reserve the
right to reject orders in whole or in part. It is expected that delivery of
the Global Note will be made through the book-entry facilities at the
Depositary on or about May 23, 1996.
DONALDSON, LUFKIN & JENRETTE MERRILL LYNCH & CO.
SECURITIES CORPORATION
The date of this Prospectus Supplement is May 20, 1996.
Printed on recycled paper
LOGO
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
USE OF PROCEEDS
Net proceeds to the Company from the sale of the Notes will be used to
retire outstanding indebtedness arising from the Company's issuance of
commercial paper bearing effective interest rates ranging from approximately
5.252% to 5.834% and having remaining maturities as of the date of this
Prospectus Supplement of no later than 270 days, to fund future acquisitions
and for general corporate purposes. Pending any such application, the proceeds
may be invested in short-term securities.
CERTAIN TERMS OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions set
forth in the Prospectus, to which description reference is hereby made.
The Notes will mature on May 1, 2001 and will be limited to $200,000,000
aggregate principal amount. Each Note will bear interest at the rate per annum
stated on the cover page hereof from May 23, 1996 or from the most recent
interest payment date to which interest has been paid, payable on May 1 and
November 1 in each year (each such date being referred to herein as an
"Interest Payment Date"), commencing November 1, 1996, to the person in whose
name a Note is registered at the close of business on April 15 or October 15,
as the case may be, preceding such Interest Payment Dates.
The Indenture provision described under "Description of Debt Securities--
Defeasance of Certain Covenants" in the accompanying Prospectus will be
applicable to the Notes. The Indenture provision described under "Description
of Debt Securities--Redemption at the Option of the Holders in Certain
Circumstances" in the accompanying Prospectus will not be applicable to the
Notes. The Indenture does not contain any covenants or other provisions
applicable to the Notes which might afford beneficial owners of Notes
protection in the event of a highly leveraged transaction, change in credit
rating of the Notes or other similar occurrence.
REDEMPTION
The Notes are not redeemable prior to maturity.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Notes will therefore be
required by the Depositary to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Notes.
S-2
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company, Donaldson, Lufkin & Jenrette
Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the "Underwriters"), the Company has agreed to sell to the Underwriters, and
the Underwriters have severally agreed to purchase, the respective principal
amounts of the Notes set forth after their names below. The Underwriting
Agreement provides that the obligations of the Underwriters are subject to
certain conditions precedent and that the Underwriters will be obligated to
purchase all of the Notes if any are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITER NOTES
- ----------- ------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation .............. $100,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................. 100,000,000
------------
Total......................................................... $200,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of 0.30% of the principal amount of the Notes.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of 0.25% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but they are not obligated to do so and may discontinue
such market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes.
All secondary trading in the Notes will settle in immediately available
funds. See "Certain Terms of the Notes--Same-Day Settlement and Payment."
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
The Underwriters have other investment banking relationships with the
Company and its subsidiaries.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed on for the Company
by Herbert A. Getz, Esq., Senior Vice President, General Counsel and Secretary
of the Company, and for the Underwriters by Mayer, Brown & Platt, 190 South
LaSalle Street, Chicago, Illinois 60603. As of May 1, 1996, Mr. Getz and his
wife and children had an aggregate beneficial ownership of 45,888 shares of
common stock of the Company and options to purchase 133,578 shares of common
stock of the Company. Mr. Getz disclaims beneficial ownership of his wife's
and children's shares.
S-3
<PAGE>
PROSPECTUS
$1,000,000,000
LOGO
WMX TECHNOLOGIES, INC.
DEBT SECURITIES
----------------
WMX Technologies, Inc. (the "Company"), formerly named Waste Management,
Inc., intends from time to time to issue up to U.S. $1,000,000,000, or the
equivalent thereof in other currencies or composite currencies, aggregate
principal amount of its unsecured debt securities (the "Debt Securities"). The
Debt Securities will be offered for sale on terms to be determined when the
agreement to sell is made or at the time of sale, as the case may be. For each
issue of Debt Securities in respect of which this Prospectus is being delivered
(the "Offered Debt Securities") there is an accompanying Prospectus Supplement
(the "Prospectus Supplement") that sets forth the designation, designated
currency, aggregate principal amount, rate or method of calculation of
interest, if any, and dates for payment thereof, maturity, authorized
denominations, initial price, any redemption or prepayment rights at the option
of the Company or the holder and other special terms of the Offered Debt
Securities, together with the terms of the offering of the Offered Debt
Securities and the net proceeds to the Company from the sale thereof. In the
event of the issuance of Debt Securities at original issue discount, the
aggregate principal amount of Debt Securities offered hereby will be a higher
amount, provided that the total price at which Debt Securities are sold to the
public pursuant to this Prospectus will not exceed U.S. $1,000,000,000, or the
equivalent thereof in other currencies or composite currencies. If any agents
of the Company or any underwriters are involved in the sale of the Offered Debt
Securities in respect of which this Prospectus is being delivered, the names of
such agents or underwriters and any applicable commissions and discounts are
set forth in the Prospectus Supplement.
The Debt Securities will be sold directly, through agents designated from
time to time, or through underwriters or dealers.
The Company may make application to list one or more series of Debt
Securities on one or more national securities exchanges. Any such application
to list the Offered Debt Securities is described in the Prospectus Supplement
related thereto.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is July 7, 1995
<PAGE>
AVAILABLE INFORMATION
WMX Technologies, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the regional offices of the
Commission at Seven World Trade Center, New York, New York 10048, and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports and
other information concerning the Company can also be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Debt Securities offered hereby.
Any statements contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is hereby made to
the copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1994, Quarterly Report on Form 10-Q for the three month period ended March 31,
1995 and Current Reports on Form 8-K dated January 24 and March 17, 1995,
heretofore filed by the Company with the Commission under the 1934 Act, are
incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities offered hereby (except to
the extent specified therein or in rules or regulations of the Commission)
shall be deemed to be incorporated in this Prospectus by reference and to be
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 Prospectus 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 Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus has been delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the incorporated document. Requests for such copies should be directed to: WMX
Technologies, Inc., 3003 Butterfield Road, Oak Brook, Illinois 60521,
Attention: Corporate and Public Affairs Department (telephone: 708/572-8800).
2
<PAGE>
WMX TECHNOLOGIES, INC.
WMX Technologies, Inc. (the "Company"), formerly named Waste Management,
Inc., is a leading international provider of environmental, engineering and
construction, industrial and related services.
Through Waste Management, Inc. (formerly named Waste Management of North
America, Inc.), a wholly owned subsidiary of the Company (referred to herein,
together with its subsidiaries and certain affiliated companies providing solid
waste management and related services, as "WMI"), the Company provides
integrated solid waste management services in North America to commercial,
industrial, municipal and residential customers, as well as to other waste
management companies. These services consist of solid waste collection,
transfer, resource recovery and disposal services. As part of these services,
the Company is engaged in providing, through its Recycle America (R) and
Recycle Canada (R) programs, paper, glass, plastic and metal recycling services
to commercial and industrial operations and curbside collection of such
materials from residences; in removing methane gas from sanitary landfill
facilities for use in electricity generation; and in providing medical and
infectious waste management services to hospitals and other health care and
related facilities. In addition, through WMI the Company provides street
sweeping and parking lot cleaning services and Port-O-Let (R) portable
sanitation services to municipalities and commercial and special event
customers.
The Company's wholly owned Chemical Waste Management, Inc. subsidiary
(referred to herein, together with its subsidiaries other than Rust (as defined
below), as "CWM"), is a leading provider of hazardous waste management services
in the United States. The Company's chemical waste management services provided
through CWM, including transportation, treatment, resource recovery and
disposal, are furnished to commercial and industrial customers, as well as to
other waste management companies and to governmental entities. Through CWM, the
Company also furnishes radioactive waste management services, primarily to
electric utilities and governmental entities. Prior to January 24, 1995, the
Company's ownership of CWM was approximately 79%, with the balance being
publicly held. On that date, the Company acquired the publicly held shares of
CWM in a merger of a Company subsidiary into CWM. See "Acquisitions and
Dispositions" incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
Wheelabrator Technologies Inc., an approximately 56%-owned subsidiary of the
Company (referred to herein, together with its subsidiaries, as "WTI"),
provides a wide array of environmental products and services in North America
and abroad. WTI's clean energy group is a leading developer of facilities and
systems for, and provider of services to, the trash-to-energy, energy, and
independent power markets. Through the clean energy group, WTI develops,
arranges financing for, operates and owns facilities that dispose of trash and
other waste materials in an environmentally acceptable manner by recycling them
into energy in the form of electricity and steam. WTI's clean water group is
principally involved in the design, manufacture and operation of facilities and
systems used to purify water, to treat municipal and industrial wastewater, to
treat and manage biosolids resulting from the treatment of wastewater by
converting them into useful fertilizers, and to recycle organic wastes into
compost material useable for horticultural and agricultural purposes. The clean
water group also designs and manufactures various products and systems used in
water and wastewater treatment facilities and industrial processes, precision
profile wire screens for use in groundwater wells and other industrial and
municipal applications, and certain other industrial equipment. WTI's clean air
group designs, fabricates and installs technologically advanced air pollution
emission control and measurement systems and equipment, including systems which
remove pollutants from the emissions of WTI's trash-to-energy facilities as
well as power plants and other industrial facilities.
Rust International Inc., a subsidiary owned approximately 56% by CWM and 40%
by WTI (referred to herein, together with its subsidiaries, as "Rust"),
furnishes engineering, construction, environmental and infrastructure
consulting, hazardous and radioactive substance remediation and a variety of
other on-site industrial and related services primarily to clients in
government and in the chemical, petrochemical, nuclear, energy, utility, pulp
and paper, manufacturing, environmental services and other industries. Rust
also has an approximately 40% interest in NSC Corporation, a publicly traded
provider of asbestos abatement services
3
<PAGE>
("NSC"). The Company has agreed to acquire the shares of Rust not owned by CWM
and WTI for a purchase price of $16.35 per Rust share, a transaction which is
expected to be completed in the third quarter of 1995. In addition, in May
1995, Rust contributed its hazardous and radioactive substance remediation
operations to OHM Corporation ("OHM") and received an approximately 37%
interest in OHM.
The Company provides comprehensive waste management and related services
internationally, primarily through Waste Management International plc, a
subsidiary owned approximately 56% by the Company, 12% by Rust and 12% by WTI
(referred to herein, together with its subsidiaries, as "Waste Management
International"). Waste Management International provides a wide range of solid
and hazardous waste management services (or has interests in projects or
companies providing such services) in ten countries in Europe and in Argentina,
Australia, Brunei, Hong Kong, Indonesia, Malaysia, Taiwan, Singapore and New
Zealand. Waste Management International also has an approximately 20% interest
in Wessex Water Plc, an English publicly traded company providing water
treatment, water distribution, wastewater treatment and sewerage services.
On January 1, 1993, CWM and WTI formed Rust and acquired 58% and 42%,
respectively, of Rust's outstanding shares, Rust was created to serve the
engineering, construction, environmental and infrastructure consulting,
hazardous substance remediation and on-site industrial and related services
markets, which the management of CWM, WTI and The Brand Companies, Inc.
(referred to herein as "Brand") believed could be served more effectively by
organizing the Company's several business units serving those markets into a
single integrated company. WTI contributed primarily its engineering and
construction and environmental and infrastructure consulting services
businesses and its then recently formed international engineering unit based in
London. CWM contributed primarily its hazardous substance remediation services
business, its approximately 56% ownership interest in Brand, and its 12%
ownership interest in Waste Management International. On May 7, 1993, Brand was
merged into a subsidiary of Rust, and shares of Brand (other than those owned
by Rust or exchanged for cash in the merger) were converted into shares of
Rust. As a result of such merger, Brand became a wholly owned subsidiary of
Rust.
The Company also owns an approximately 28% interest in ServiceMaster Consumer
Services L.P., a provider of lawn care, pest control and other consumer
services. The remaining ownership interest is held indirectly by ServiceMaster
Limited Partnership.
Through the end of 1992, the Company categorized its operations into four
industry segments--solid waste management and related services; hazardous waste
management and related services; energy, environmental and industrial projects
and systems; and international waste management and related services
(consisting of comprehensive waste management and related services provided
outside the United States, Canada and Mexico). Beginning in 1993, the Company
categorized the operations of Rust, which was formed from businesses
contributed by CWM and WTI, as a fifth industry segment--engineering,
construction, industrial and related services--and modified the name of its
energy, environmental and industrial projects and systems segment to "trash-to-
energy, water treatment, air quality and related services."
4
<PAGE>
The following table shows the respective revenues of these segments for the
Company's last three years, presented as if the above-described formation of
Rust had occurred prior to the periods presented.
<TABLE>
<CAPTION>
(000'S OMITTED)
-----------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------
1992 1993 1994
---------- ---------- -----------
<S> <C> <C> <C>
Solid Waste Management and Related
Services................................. $4,309,614 $4,702,166 $ 5,117,871
Hazardous Waste Management and Related
Services................................. 755,088 661,860 649,581
Engineering, Construction, Industrial and
Related Services......................... 1,441,050 1,534,465 1,682,907
Trash-To-Energy, Water Treatment, Air
Quality and Related Services............. 928,313 1,142,219 1,324,567
International Waste Management and Related
Services................................. 1,445,734 1,411,211 1,710,862
Eliminations of Intercompany Revenue...... (218,772) (316,344) (388,470)
---------- ---------- -----------
Consolidated Revenue...................... $8,661,027 $9,135,577 $10,097,318
========== ========== ===========
</TABLE>
For information relating to expenses and identifiable assets attributable to
the Company's different industry segments, see Note 12 to the Company's
Consolidated Financial Statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended December 31,
1994. For interim periods, the revenues and net income of certain of the
Company's businesses may fluctuate for a number of reasons, including there
being for some businesses less activity during the winter months.
Regulatory or technological developments relating to the environment may
require companies engaged in environmental services businesses, including the
Company, to modify, supplement or replace equipment and facilities at costs
which may be substantial. Because certain of the businesses in which the
Company is engaged are intrinsically connected with the protection of the
environment and the potential discharge of materials into the environment, a
material portion of the Company's capital expenditures is, directly or
indirectly, related to such items. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 for a review of property and equipment expenditures by the
Company for the last three years. The Company does not expect such
expenditures, which are incurred in the ordinary course of business, to have a
materially adverse impact on its and its subsidiaries' combined earnings or its
or its subsidiaries' competitive position in the foreseeable future because the
Company's businesses are based upon compliance with environmental laws and
regulations and its services are priced accordingly.
Although the Company strives to conduct its operations in compliance with
applicable laws and regulations, the Company believes that in the existing
climate of heightened legal, political and citizen awareness and concerns,
companies in the environmental services industry, including the Company, will
be faced, in the normal course of operating their businesses, with fines and
penalties and the need to expend funds for remedial work and related activities
with respect to waste treatment, disposal and trash-to-energy facilities. Where
the Company concludes that it is probable that a liability has been incurred, a
provision is made in the Company's financial statements for the Company's best
estimate of the liability based on management's judgment and experience,
information available from regulatory agencies and the number, financial
resources and relative degree of responsibility of other potentially
responsible parties who are jointly and severally liable for remediation of a
specific site, as well as the typical allocation of costs among such parties.
If a range of possible outcomes is estimated and no amount within the range
appears to be a better estimate than any other, then the Company provides for
the minimum amount within the range, in accordance with generally accepted
accounting principles. Such estimates are subsequently revised, as necessary,
as additional information becomes available. While the Company does not
anticipate that the amount of any such revision will have a material adverse
effect on the Company's operations or financial
5
<PAGE>
condition, the measurement of environmental liabilities is inherently difficult
and the possibility remains that technological, regulatory or enforcement
developments, the results of environmental studies, or other factors could
materially alter this expectation at any time. Such matters could have a
material adverse impact on earnings for one or more fiscal quarters or years.
While in general the Company's environmental services businesses have
benefited substantially from increased governmental regulation, the
environmental services industry itself has become subject to extensive and
evolving regulation by federal, state, local and foreign authorities. Due to
the complexity of regulation of the industry and to public pressure,
implementation of existing and future laws, regulations or initiatives by
different levels of government may be inconsistent and difficult to foresee. In
addition, the demand for certain of the Company's services may be adversely
affected by the amendment or repeal or reduction in enforcement of federal,
state and foreign laws and regulations on which the Company's businesses
engaged in providing such services are dependent. The Company makes a
continuing effort to anticipate regulatory, political and legal developments
that might affect its operations but is not always able to do so. The Company
cannot predict the extent to which any legislation or regulation that may be
enacted, amended, repealed or enforced, or any failure of legislation or
regulations to be enacted or enforced, in the future may affect its operations.
The Company was incorporated in Delaware in 1968 and subsequently succeeded
to certain businesses owned by its organizers and others. The Company's common
stock is listed on the New York Stock Exchange under the trading symbol "WMX"
and is also listed on the Frankfurt Stock Exchange, the London Stock Exchange,
the Chicago Stock Exchange and the Swiss Stock Exchanges in Basle, Zurich and
Geneva.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement relating to the
Offered Debt Securities, net proceeds to be received by the Company from the
sale of the Debt Securities will be used to retire outstanding indebtedness of
the Company arising from the Company's issuance of commercial paper or other
debt, to fund future acquisitions by the Company and for general corporate
purposes. Pending any such application, the proceeds may be invested
temporarily in short-term securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the "Indenture")
dated as of June 1, 1993, between the Company and The Fuji Bank and Trust
Company, as trustee (the "Trustee"). A copy of the Indenture has been
incorporated by reference as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Debt Securities and the
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the Indenture,
including the definitions therein of certain terms. Wherever particular
provisions or defined terms of the Indenture (or of any Form of Debt Security
which is adopted pursuant to the Indenture) are referred to, such provisions or
defined terms are incorporated herein by reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities may be issued thereunder in
one or more series up to the aggregate principal amount which may be authorized
from time to time by the Company. Reference is made to the Prospectus
Supplement for the following terms of the Offered Debt Securities: (i) the
designation, aggregate principal amount and authorized denominations of the
Offered Debt Securities; (ii) the percentage of their principal amount at which
such Offered Debt Securities will be issued; (iii) the date on which the
Offered Debt
6
<PAGE>
Securities will mature; (iv) the rate per annum at which the Offered Debt
Securities will bear interest, if any; (v) the times at which such interest
will be payable; and (vi) any redemption terms and other special terms.
Reference is also made to the Prospectus Supplement relating to the Offered
Debt Securities for information with respect to any additional covenants that
may be included in the terms of such securities.
The Debt Securities will be issued only in fully registered form without
coupons, which form may be a Global Debt Security as described below. See
"Book-Entry, Delivery and Form." The Company will not charge a service charge
for any registration of transfer or exchange of Debt Securities but may require
payment of a sum sufficient to cover any tax or other governmental charge in
connection therewith. (Section 2.6.)
The Debt Securities will be direct obligations of the Company and will be
unsecured. The Indenture does not restrict the amount of additional unsecured
debt which the Company may incur.
Some of the Debt Securities may be issued at a substantial discount below
their stated principal amount. Certain federal income tax consequences and
other special considerations applicable to any such discounted Debt Securities
will be described in the Prospectus Supplement relating thereto.
BOOK-ENTRY, DELIVERY AND FORM
If the accompanying Prospectus Supplement so indicates, the Offered Debt
Securities will be issued in the form of one or more fully registered global
debt securities (each a "Global Debt Security"). Each Global Debt Security will
be deposited with, or on behalf of, The Depository Trust Company, New York, New
York ("DTC") and registered in the name of DTC's nominee. DTC currently limits
the maximum denomination of any single Global Debt Security to $200,000,000.
Therefore for purposes hereof, "Global Debt Security" refers to the Global Debt
Security or Global Debt Securities representing the entire issue of Offered
Debt Securities.
A Global Debt Security will represent all Offered Debt Securities issued on
the same day and having the same terms, including, but not limited to, the same
interest payment dates, rates of interest (if any), maturity and repayment and
redemption provisions (if any). Ownership of beneficial interests in Global
Debt Securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC (with respect to interests of participants)
and its participants (with respect to interests of persons other than
participants). Payments of principal and interest on beneficial interests in
Global Debt Securities will be made through the Trustee to DTC. Global Debt
Securities will not be exchangeable for a certificate in definitive registered
form ("Certificated Notes") and, except as set forth herein, will not otherwise
be issuable in definitive form.
Except as set forth below, the Global Debt Security may be transferred, in
whole and not in part, only to another nominee of DTC or to a successor of DTC
or its nominee.
DTC has advised the Company and any underwriters named in the accompanying
Prospectus Supplement as follows: DTC is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended. DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in each Participant's account, thereby eliminating the need for
physical movement of securities certificates. Direct Participants ("Direct
Participants") include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc.
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Access to DTC's system is also available to others such as securities brokers
and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The rules applicable to DTC and its Participants are
on file with the Commission.
Purchases of beneficial interests in Global Debt Securities under DTC's
system must be made by or through Direct Participants, which will receive a
credit for the beneficial interests in Global Debt Securities on DTC's records.
The ownership interest of each actual purchaser of each beneficial interest in
a Global Debt Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of beneficial interests in Global Debt Securities are to
be accomplished by entries made on the books of Participants acting on behalf
of the Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Global Debt Securities, except in the
event that use of the book-entry system for one or more Debt Securities is
discontinued.
To facilitate subsequent transfers, all Global Debt Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Global Debt Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Global
Debt Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Global Debt Securities are credited, which
may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the Global
Debt Securities within an issue are being redeemed, DTC's current practice is
to determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to Global Debt
Securities. Under its usual procedures, DTC will mail an "Omnibus Proxy" to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Global Debt Securities are credited on the record date (identified
in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Global Debt Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the payable
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on the payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as in the case of securities held for the
accounts of customers in bearer form or registered in "street name," and will
be the responsibility of such Participant and not of DTC, or the Company,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is the responsibility of
the Company, disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its interest in a
Global Debt Security purchased or tendered, through its Participant, to the
Paying Agent, and shall effect delivery of such interest in a Global
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Debt Security by causing the Direct Participant to transfer the Participant's
interest, on DTC's records, to the Paying Agent. The requirement for physical
delivery of Global Debt Securities in connection with a demand for purchase or
a mandatory purchase will be deemed satisfied when the ownership rights in the
Global Debt Securities are transferred by a Direct Participant on DTC's
records.
DTC may discontinue providing its services as securities depositary with
respect to the Global Debt Securities at any time by giving reasonable notice
to the Company or the agents or underwriters involved in the sale of the Global
Debt Securities. Under such circumstances, in the event that a successor
securities depositary is not obtained, Certificated Notes will be printed and
delivered in exchange for the Global Debt Securities held by DTC.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depositary). In that event,
Certificated Notes will be printed and delivered in exchange for the Global
Debt Securities held by DTC.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but
the Company takes no responsibility for the accuracy thereof.
Neither the Company, the Trustee, any Paying Agent nor the registrar for the
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
REDEMPTION AT THE OPTION OF THE HOLDERS IN CERTAIN CIRCUMSTANCES
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series, that if, during the period beginning on the date of
first public announcement by the Company or any other Person (including,
without limitation, directors or officers of the Company) of an intention to
effect or the occurrence of (whichever is the first to occur) a Restructuring
Event and ending 90 days thereafter (or such longer period as the rating of the
Debt Securities of such series shall be under publicly announced consideration
by Moody's or Standard & Poor's), both Moody's and Standard & Poor's shall have
(A) lowered their rating of the Debt Securities of such series from an
Investment Grade rating to a rating below Investment Grade, or (B) withdrawn an
Investment Grade rating from and ceased to rate the Debt Securities of such
series (a "Rating Event") (it being understood that, if the Debt Securities of
such series are already rated below Investment Grade by Moody's or Standard &
Poor's at the beginning of such period, a subsequent lowering or withdrawal of
such rating shall not be deemed to be a Rating Event), the Company shall give
notice of such Rating Event not more than 15 days after the occurrence of such
Rating Event, to the trustee and to each Holder, together with the information
referred to in the penultimate sentence of this paragraph (the "Put Option
Notice"). Each Holder shall have the option (the "Put Option") exercisable
during the period of 30 days commencing on the date such Put Option Notice is
given (the "Option Period") to have all his Debt Securities of such series (or
any portion thereof designated by such Holder and having an aggregate principal
amount of $1,000 or a whole multiple thereof) redeemed on the date falling 15
days after the end of the Option Period, or if such day is not a Business Day,
on the next succeeding Business Day (the "Payment Date"), at their principal
amount together with interest accrued to the Payment Date. To exercise the Put
Option, a Holder must deliver to the Company or the Put Agent, if any, on or
before the end of the Option Period, (i) written notice of such Holder's
exercise of such Put Option, which notice shall set forth expressly the name
and address of such Holder and the aggregate principal amount of Debt
Securities of such series with respect to which such Put Option is exercised
and (ii) the Debt Security or Debt Securities of such series as to which such
Holder is exercising such Put Option, duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Put
Agent, if any, duly executed by such Holder or his attorney duly authorized in
writing. Once a Holder has exercised his Put Option, such exercise may not be
withdrawn without the prior written consent of the Company. The Company shall
include in the Put Option Notice a
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statement of facts showing that a Rating Event has occurred (including details
of the first public announcement, or (as the case may be) the occurrence, of
the Restructuring Event) and a statement to the effect that each Holder has the
benefit of the Put Option referred to above and shall also specify the dates of
the Option Period, the Payment Date, the fact that interest will cease to
accrue on and after the Payment Date, the Put Agent, if any, and the manner in
which Holders will be able to exercise the Put Option. Notwithstanding the
foregoing, the Company need not give the Put Option Notice, and Holders shall
not have a Put Option, with respect to a Rating Event if either Moody's or
Standard & Poor's shall have publicly announced that such Rating Event was
solely the result of events or circumstances wholly unrelated to a
Restructuring Event. (Article 10.)
For the purposes of this provision, the following terms shall have the
following meanings:
(i) "Restructuring Event" means any of the following: (1) any Person
becoming the Beneficial Owner of Voting Stock of the Company having more
than 30 percent of the voting power or all of the then outstanding Voting
Stock of the Company; (2) individuals who are not Continuing Directors
constituting a majority of the Board of Directors of the Company; (3) the
Company consolidating with or merging into any other Person, or any other
Person consolidating with or merging into the Company, pursuant to a
transaction in which capital stock of the Company then outstanding (other
than capital stock held by the Company or capital stock held by any Person
which is a party to such consolidation or merger) is changed or exchanged;
(4) the Company, in one transaction or a series of related transactions,
conveying, transferring or leasing, directly or indirectly, all or
substantially all of the assets of the Company and its Subsidiaries taken
as a whole (other than to a wholly owned subsidiary of the Company); or (5)
the Company or any of its Subsidiaries paying or effecting a dividend or
distribution (including by way of recapitalization or reclassification) in
respect of its capital stock (other than solely to the Company or any of
its wholly owned subsidiaries and other than solely for capital stock of
the Company), or purchasing, redeeming, retiring, exchanging or otherwise
acquiring for value any of its capital stock (other than solely from the
Company or any of its wholly owned subsidiaries and other than solely for
capital stock of the Company), if the cash and Fair Market Value of the
securities and assets paid or distributed (except to the Company or any
Subsidiary) in connection therewith (determined on the record date for such
dividend or distribution or the effective date for such purchase,
redemption, retirement, exchange or other acquisition), together with the
cash and Fair Market Value of the securities and assets paid or distributed
in connection with all other such dividends, distributions, purchases,
redemptions, retirements, exchanges and acquisitions effected (except as
received by the Company or any Subsidiary) within the 12-month period
preceding the record date for such dividend or distribution or the
effective date for such purchase, redemption, retirement, exchange or other
acquisition (any such Fair Market Value being determined on the respective
record or effective dates for such other dividends, distributions,
purchases, redemptions, retirements, exchanges and acquisitions), exceeds
30 percent of the aggregate Fair Market Value of all capital stock of the
Company outstanding on the record date for such dividend or distribution or
the effective date for such purchase, redemption, retirement, exchange or
other acquisition (determined on such record or effective date);
(ii) "Moody's" means Moody's Investors Service, Inc. and "Standard &
Poor's" means Standard & Poor's Corporation or, in either case, any of
their respective successors carrying on substantially the same business of
providing ratings for securities as carried on by the predecessor
corporation;
(iii) "Investment Grade" means a rating of at least Baa3 (or the
equivalent thereof), in the case of a rating by Moody's, and a rating of at
least BBB- (or the equivalent thereof), in the case of a rating by Standard
& Poor's.
If such provision is made applicable to the Debt Securities of any series,
the Board of Directors will have no authority under the Indenture to waive such
provision.
The Company has agreed that for so long as any of the Debt Securities of such
series are outstanding and the Put Option has not arisen, it shall provide such
information, pay such customary rating service fees and related expenses and
take all other reasonable action as shall be necessary or appropriate to enable
each of Moody's and Standard & Poor's to provide a rating of the Debt
Securities of such series. There can be no assurance that the Company will have
available funds for redemption of Debt Securities on the Payment Date.
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The Company will comply with Section 14(e) under the 1934 Act to the extent
applicable, and any other tender offer rules under the 1934 Act which may then
be applicable, in connection with any obligation of the Company to purchase
Offered Debt Securities at the option of the holders thereof as described
above. Any such obligation applicable to a series of Debt Securities will be
described in the Prospectus Supplement or Prospectus Supplements relating
thereto.
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Company may consolidate with or merge into any other corporation, or
transfer or lease all or substantially all of its assets to another
corporation, provided that (i) the corporation formed by such consolidation or
into which the Company is merged or the corporation to which all or
substantially all of the Company's assets are transferred or leased shall
expressly assume the payment of the principal of the Debt Securities and the
performance of the other covenants of the Company under the Debt Securities and
the Indenture, and (ii) no Event of Default, or event which, after notice or
lapse of time or both, would become an Event of Default, shall exist
immediately after such transaction. (Section 5.1.)
LIMITATION ON SECURITY INTERESTS
The Company covenants in the Indenture that it will not, nor will it permit
any Restricted Subsidiary to, create, incur, assume or suffer to exist any
Indebtedness if such Indebtedness is secured by a Security Interest upon any
property or assets of the Company or a Restricted Subsidiary, whether owned at
the date of the Indenture or thereafter acquired, without effectively securing
the Debt Securities equally and ratably with (or prior to) such Indebtedness.
The foregoing restriction does not apply to (i) any Security Interest on any
property acquired, constructed, developed or improved which is created or
assumed within 120 days after such acquisition, construction, development or
improvement, or the commencement of operation or use of such property, to
secure or provide for the payment of the purchase price or cost thereof; (ii)
any Security Interest existing on property at the time it is acquired, or any
conditional sales agreement or other title retention agreement with respect to
property acquired, by the Company or a Restricted Subsidiary, any Security
Interest existing on any property or shares of stock of a corporation or firm
at the time it is merged into or consolidated with, or sells, leases or
disposes of its property as an entirety to, the Company or a Restricted
Subsidiary, or becomes a Restricted Subsidiary, or any Security Interest
existing on the property, assets or capital stock of any successor to the
Company; provided, in each case, that such Security Interest shall not apply to
any property or assets theretofore owned by the Company or a Restricted
Subsidiary; (iii) any mechanics', materialmen's, carriers' or other similar
liens arising in the ordinary course of business in respect of obligations
which are not yet due or which are being contested in good faith; (iv) any
Security Interest arising by reason of deposits with, or the giving of any form
of security to, any governmental agency or similar body, which is required by
law or regulation as a condition to the transaction of any business or the
exercise of any privilege, franchise or license; (v) any Security Interest for
taxes, assessments or governmental charges or levies not yet delinquent, or
already delinquent but the validity of which is being contested in good faith;
(vi) any Security Interest arising in connection with legal proceedings being
contested in good faith, including any judgment lien so long as execution
thereon is stayed; (vii) any landlord's lien on fixtures located on premises
leased by the Company or a Restricted Subsidiary in the ordinary course of
business; (viii) any Security Interest securing an obligation issued by the
United States or any state or any political subdivision thereof in connection
with financing the cost of construction or acquisition of property; (ix) any
Security Interest arising by reason of deposits necessary to qualify the
Company or any Restricted Subsidiary to conduct business, maintain self-
insurance, or obtain the benefit of, or comply with, any law; (x) any Security
Interest that secures any Indebtedness of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary; and (xi) extensions, renewals or
refundings of the foregoing. (Section 4.4.)
The foregoing restriction does not apply to the creation, incurrence,
assumption or sufferance by the Company or any Restricted Subsidiary of
Indebtedness secured by a Security Interest that would otherwise
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be subject to such restriction up to an aggregate amount which, together with
all other Indebtedness secured by Security Interests (not including secured
Indebtedness permitted under the foregoing exceptions) and the Attributable
Debt (generally defined as discounted net rental payments) associated with Sale
and Leaseback Transactions existing at such time (other than Sale and Leaseback
Transactions the proceeds of which have been or will be applied as set forth in
clause (c) or (d) of the next succeeding caption "Limitation on Sale and
Leaseback Transactions", other than Sale and Leaseback Transactions in which
the property involved would have been permitted to be secured under clause (i)
of the immediately preceding paragraph and other than Sale and Leaseback
Transactions between the Company and a Subsidiary), does not exceed 20% of the
consolidated net worth of the Company and its Subsidiaries as shown on the
latest available published consolidated balance sheet of the Company and its
Subsidiaries. (Section 4.4.)
The Indenture defines "Restricted Subsidiary" as any Subsidiary (other than
any Subsidiary of which the Company owns less than all of the outstanding
voting stock) principally engaged in, or whose principal assets consist of
property used by the Company or any Restricted Subsidiary in, the storage,
collection, transfer, interim processing or disposal of waste within the United
States or Canada, or which the Company designates as a Restricted Subsidiary.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
The Company covenants in the Indenture that neither it nor any Restricted
Subsidiary will enter into any arrangement (other than with a Subsidiary)
providing for the leasing to the Company or any Restricted Subsidiary of any
property (except for temporary leases for a term, including renewals, of not
more than three years and except for leases between the Company and any
Restricted Subsidiary or between any Restricted Subsidiaries) which has been or
is to be sold by the Company or such Restricted Subsidiary to the lessor unless
(a) the Company or such Restricted Subsidiary would be entitled to incur
Indebtedness secured by a Security Interest on the property to be leased
without securing the Debt Securities under clause (i) of the first paragraph
under the preceding caption "Limitation on Security Interests", (b) the
Attributable Debt associated therewith would be an amount permitted under the
second paragraph under the preceding caption, (c) the Company applies an amount
equal to the fair value (as determined by the Board of Directors) of such
property to the retirement of Debt Securities or certain funded debt of the
Company or a Restricted Subsidiary, or (d) the Company enters into a bona fide
commitment to expend for the acquisition or capital improvement of an Important
Property an amount at least equal to the fair value of such property.
(Section 4.5.)
LIMITATION ON FUNDED DEBT OF RESTRICTED SUBSIDIARIES
The Company covenants in the Indenture that it will not permit any Restricted
Subsidiary (a) to create, assume or suffer to exist any funded debt other than
(i) funded debt secured by a Security Interest which is permitted to such
Restricted Subsidiary under the limitations set forth under the preceding
caption "Limitation on Security Interests," (ii) funded debt owed to the
Company or any Subsidiary, (iii) funded debt of a corporation or other entity
existing at the time it becomes a Restricted Subsidiary or is merged with or
into the Company or a Restricted Subsidiary or other entity, (iv) funded debt
of a corporation or other entity assumed by the Company or a Restricted
Subsidiary in the acquisition of all or a portion of the business of such
corporation or other entity, (v) funded debt existing as of the date of the
Indenture, or (vi) funded debt created in connection with, or with a view to,
compliance by such Restricted Subsidiary with the requirements of, any program
adopted by any federal, state or local governmental authority and applicable to
such Restricted Subsidiary and providing financial or tax benefits to such
Restricted Subsidiary which are not available directly to the Company on
substantially the same terms as such Restricted Subsidiary, or (b) to
guarantee, directly or indirectly through any arrangement which is
substantially the equivalent of a guarantee, any funded debt except for (i)
guarantees existing as of the date of the Indenture, (ii) guarantees which, as
of the date of the Indenture, a Restricted Subsidiary is obligated to give,
(iii) guarantees issued to the Company or any Restricted Subsidiary or (iv)
guarantees of funded debt which is permitted to a Restricted Subsidiary under
the preceding clause (a).
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Notwithstanding the foregoing, any Restricted Subsidiary may create, assume
or guarantee funded debt in addition to that permitted under the preceding
paragraph, and renew, extend or replace such funded debt, provided that at the
time of such creation, assumption, guarantee, renewal, extension or
replacement, and after giving effect thereto, funded debt of Restricted
Subsidiaries not otherwise permitted pursuant to provisions described in the
preceding paragraph does not exceed 10% of the consolidated net worth of the
Company and its Subsidiaries as shown on the latest available published
consolidated balance sheet of the Company and its Subsidiaries. (Section 4.6.)
EVENTS OF DEFAULT; NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein occurs
and is continuing with respect to any series of Debt Securities, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Debt Securities then outstanding of the series may declare the principal of
such series (or such portion of the principal as may be specified as due upon
acceleration at that time in the terms of that series), to be immediately due
and payable. (Section 6.2.)
Events of Default with respect to any series of Debt Securities are defined
as: (i) default in the payment of interest on such Debt Securities which has
continued for a period of 30 days, (ii) default in the payment of principal on
such Debt Securities when such becomes due and payable, (iii) failure by the
Company to comply with any of its other agreements in the Debt Securities of
such series or in the Indenture upon the specified notice to the Company of
such default by the Trustee or by the Holders of not less than 25% in aggregate
principal amount of the Debt Securities then outstanding of the series, and the
Company's failure to cure such Default with 60 days after receipt of such
notice, or (iv) certain events of bankruptcy or insolvency. (Section 6.1.)
The Trustees shall mail to the Holders of each series of Debt Securities a
notice of any continuing Default known to the Trustee with respect to such
series within 90 days of the occurrence of such Default, but the Trustee may
withhold from such Holders such notice as to any Default other than a Default
in any payment on any Debt Security if the Trustee determines in good faith
that the withholding of such notice is in the interests of such Holders.
(Section 7.5.)
No Holder of any Debt Security of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless (i) such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to that series, (ii) the
Holders of at least 25% in aggregate principal amount of the outstanding Debt
Securities of the series shall have made written request to the Trustee to
institute such proceeding as Trustee, (iii) such Holders have offered to the
Trustee indemnity satisfactory to the Trustee, (iv) the Trustee shall not have
complied with the request within 60 days after receipt of the request and offer
of indemnity, and (v) the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of the outstanding Debt Securities of
the series a direction inconsistent with such request within such 60 day
period. A Holder of any series may not use the Indenture to prejudice the
rights of another Holder of that series or to obtain a preference or priority
over another Holder of that series. (Section 6.6.) The Holder of any Debt
Security, however, has an absolute right to receive payment of the principal of
such Debt Security, and any interest thereon, on or after the due date
expressed in such Debt Security and to institute suit for the enforcement of
any such payment. (Section 6.7.) The Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may, with
proper notice to the Trustee, waive an existing Default other than a Default in
any payment of the principal of, or any interest on, such Debt Security of that
series. (Section 6.4.)
The Company will be required to furnish to the Trustee annually a statement
as to any default by the Company in the performance and observance of its
obligations under the Indenture. (Section 4.3.)
MODIFICATION
The Company and the Trustee may amend the Indenture or the Debt Securities of
any series with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Debt
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Securities of such series affected by the amendment. However, without the
consent of the Holder of each Debt Security affected thereby, no amendment may,
among other things: (i) reduce the amount of Debt Securities whose Holders must
consent to an amendment; (ii) reduce the rate or change the time for payment of
interest on any such Debt Security; (iii) reduce the principal of or change the
fixed maturity of any such Debt Security; or (iv) make any such Debt Security
payable in money other than that stated in the Debt Security. (Section 9.2.)
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company and the Trustee may, without the
consent of the Holders, execute a supplemental indenture to provide that the
Company will be discharged from any and all obligations in respect of the Debt
Securities of any series (except for certain obligations to register the
transfer or exchange of Debt Securities, to replace stolen, lost or mutilated
Debt Securities, to maintain a paying agency and to hold moneys for payment in
trust) upon the deposit with the Trustee, in trust, of money or U.S. Government
Obligations or both, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, and any interest on, and any mandatory
sinking fund or analogous payments in respect of, the Debt Securities of that
series on the date such amounts are due and payable, in accordance with the
terms of the Indenture and such Debt Securities. Such a supplemental indenture
may only be executed if the Company has received from, or there has been
published by, the United States Internal Revenue Service a ruling to the effect
that such a discharge will not be deemed, or result in, a taxable event with
respect to the Holders. The provisions of such a supplemental indenture will
not be applicable to any series of Debt Securities then listed on the New York
Stock Exchange if the provision would cause that series to be delisted as a
result thereof. (Section 9.1.)
DEFEASANCE OF CERTAIN COVENANTS
The terms of the Debt Securities may provide the Company with the option to
omit to comply with the covenants described under the headings "Limitation on
Security Interests", "Limitation on Sale and Lease-back Transactions" and
"Limitation on Funded Debt of Restricted Subsidiaries" above. If such terms
make such option available with respect to the Debt Securities of any series,
the Company, in order to exercise such option, will be required to deposit with
the Trustee, in trust, money or U.S. Government Obligations or both, which
through the payment of interest and principal in respect thereof in accordance
with their terms will provide money in an amount sufficient to pay the
principal of, and any interest on, and any mandatory sinking fund or analogous
payments in respect of, the Debt Securities of that series on the date such
amounts are due and payable, in accordance with the terms of the Indenture and
such Debt Securities. The Company must also deliver to the Trustee an opinion
of counsel to the effect that the deposit and related covenant defeasance will
not cause the Holders of such Debt Securities to recognize income, gain or loss
for federal income tax purposes. (Section 4.7.)
INFORMATION CONCERNING THE TRUSTEE
The Fuji Bank and Trust Company is the Trustee under the Indenture. The
Company has issued various series of debt securities under the Indenture, as
well as another indenture pursuant to which the Trustee is trustee. The Company
maintains deposit accounts and conducts other banking transactions with the
Trustee in the ordinary course of business.
Under the Indenture, the Trustee is required to transmit annual reports to
all Holders regarding its eligibility and qualifications as Trustee under the
Indenture and certain related matters. (Section 7.6.)
Subject to certain exceptions, the Holders of a majority in aggregate
principal amount of outstanding Debt Securities of any series may direct the
Trustee in its exercise of the trust and powers conferred upon it by the
Indenture (Section 6.5.), and may remove the Trustee with the giving of proper
notice. (Section 7.8.)
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PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers, (ii) directly to a limited number of purchasers or to
a single purchaser or (iii) through agents. The Prospectus Supplement with
respect to the Offered Debt Securities sets forth the terms of the offering of
the Offered Debt Securities, including the name or names of any underwriters,
the purchase price of the Offered Debt Securities and the proceeds to the
Company from such sale, any delayed delivery arrangements, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
If underwriters are used in the sale, the Debt Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Debt Securities are named in the
Prospectus Supplement relating to such offering and, if in an underwriting
syndicate is used, the managing underwriter or underwriters are set forth on
the cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Offered Debt Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Offered Debt Securities if
any are purchased.
The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Debt Securities in respect of which this Prospectus is
delivered is named, and any commissions payable by the Company to such agent
are set forth, in the Prospectus Supplement relating thereto. Unless otherwise
indicated in the Prospectus Supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933. Agents and
underwriters may be customers of, engage in transactions with, or perform
services for the Company in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with this offering will be passed upon
from the Company by Herbert A. Getz, General Counsel of the Company, and for
any underwriters or agents by Mayer, Brown & Platt, 190 South LaSalle Street,
Chicago, Illinois 60603. Mayer, Brown & Platt acts as counsel for the Company
from time to time on other matters.
EXPERTS
The audited consolidated financial statements and schedule of WMX
Technologies, Inc. and subsidiaries for the year ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in auditing and accounting in giving said
reports. Reference is made to the report of Arthur Andersen LLP on such
financial statements, which includes an explanatory paragraph with respect to
the Company's change in its methods of accounting for income taxes and
postretirement benefits other than pensions, effective January 1, 1992, as
discussed in Notes 2 and 11 to the consolidated financial statements.
15
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR IN-
CORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPEC-
TUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEI-
THER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IM-
PLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTI-
TUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SO-
LICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds............................................................ S-2
Certain Terms of the Notes................................................. S-2
Underwriting............................................................... S-3
Legal Opinions............................................................. S-3
PROSPECTUS
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
WMX Technologies, Inc...................................................... 3
Use of Proceeds............................................................ 6
Description of Debt Securities............................................. 6
Plan of Distribution....................................................... 15
Legal Opinions............................................................. 15
Experts.................................................................... 15
</TABLE>
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$200,000,000
LOGO
WMX TECHNOLOGIES, INC.
6.7% NOTES DUE 2001
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PROSPECTUS SUPPLEMENT
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DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
MAY 20, 1996
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