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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
WMX TECHNOLOGIES, INC.
(NAME OF THE ISSUER)
WMX TECHNOLOGIES, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
92929Q 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
HERBERT A. GETZ, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WMX TECHNOLOGIES, INC.
3003 BUTTERFIELD ROAD
OAK BROOK, ILLINOIS 60521
TELEPHONE: (630) 572-8800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF PERSON FILING STATEMENT)
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APRIL 1, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUE AMOUNT OF FILLING FEE
$1,050,000,000 $210,000
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Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 30,000,000 shares at $35.00 per share.
/x/ Check box if any part of the fee is offset as provided by rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $210,000 Filing Party: WMX Technologies, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: April 1, 1997
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This Amendment No. 1 relates to the Schedule 13E-4 filed by WMX Technologies,
Inc., a Delaware corporation (the "Company"), on April 1, 1997 (the "Schedule
13E-4"). All terms used herein unless otherwise defined shall have the same
meaning as in the Schedule 13E-4. The Schedule 13E-4 is hereby amended as
follows:
ITEM 8. ADDITIONAL INFORMATION.
Paragraph (d) of Item 8 of the Schedule 13E-4 is amended and restated to
read in its entirety as follows:
(d) On April 3, 1997, Henry S. Frank, an asserted Company stockholder (the
"Plaintiff"), filed a purported class action lawsuit against the Company and its
directors (the "Directors" and together with the Company, the "Defendants") in
the Court of Chancery in and for New Castle County, Delaware. The lawsuit
alleges that the Directors breached their fiduciary duties to the Company's
stockholders under Delaware law by failing to make certain disclosures in the
materials distributed to the Company's stockholders in connection with the
Offer. The lawsuit seeks to enjoin the Company from completing the Offer as
well as other relief, including damages and attorney fees. In this connection,
the Plaintiff has filed motions for a preliminary injunction and for expedited
proceedings.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibit:
(a)(10) Text of Press Release issued by the Company, dated April 8, 1997
(incorporated by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K dated April 1, 1997).*
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* The Company's Commission File Number is 1-7327.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.
April 9, 1997 WMX TECHNOLOGIES, INC.
By: /s/ John D. Sanford
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John D. Sanford
Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(1) Form of Offer to Purchase, dated April 1, 1997.*
(2) Form of Letter of Transmittal (including Certification of
Taxpayer Identification Number on Substitute IRS Form W-9).*
(3) Form of Notice of Guaranteed Delivery.*
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(6) Text of Press Release issued by the Company, dated March 31,
1997.*
(7) Form of Summary Advertisement, dated April 1, 1997.*
(8) Form of Letter to Stockholders of the Company, dated April 1,
1997, from Dean L. Buntrock, Chairman of the Board and Chief
Executive Officer of the Company.*
(9) Guidelines for Certification of Taxpayer Identification Number of
Substitute IRS Form W-9.*
(10) Text of Press Release issued by the Company, dated April 8, 1997
(incorporated by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K dated April 1, 1997).**
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Management's Discussion and Analysis of Financial Condition and
Results of Operations (incorporated by reference to Exhibit 13.1
to the Company's Annual Report on Form 10-K for the Year Ended
December 31, 1996).**
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(2) Consolidated Financial Statements of the Company and Notes
thereto (incorporated by reference to Exhibit 13.2 to the
Company's Annual Report on Form 10-K for the year Ended December
31, 1996).**
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* Previously filed as an exhibit to the Schedule 13E-4.
** The Company's Commission File Number is 1-7327.
