<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 10, 1997
Date of Report (Date of earliest event reported)
----------------
WASTE MANAGEMENT, 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 60523
(Address of principal executive offices) (Zip code)
(630) 572-8800
(Registrant's telephone number, including area code)
===============================================================================
<PAGE>
Item 5. Other Events.
------------
On October 10, 1997, the registrant issued a news release (a copy of which is
filed as an exhibit to this report and is hereby incorporated by reference)
announcing that the registrant's results from continuing operations for the
quarter ended September 30, 1997 will be below analysts' expectations. The
registrant also announced that it might record a charge to income that could be
material to its results of operations for the year as a result of a
comprehensive study the registrant has initiated and expects to complete in the
fourth quarter of its waste management services operations and an analysis the
registrant is making of whether its North American operating assets and
investments are appropriately valued in light of current market conditions and
the Company's changing operational strategies. Because of the potential for such
a charge and the results of the operational review to affect anticipated
earnings for 1998, the registrant stated that it was no longer in a position to
provide stockholders with guidance as to its earnings per share goals for the
balance of 1997 and 1998.
Except for historical data, the information in this report constitutes
forward-looking statements. Forward-looking statements are inherently uncertain
and subject to risks and the statements should be viewed with caution. Actual
results or experience could differ materially from the forward-looking
statements as a result of many factors, including the ability of the Company to
meet anticipated price increase and new business sales goals, fluctuation in
recyclable commodity prices, adverse weather conditions, slowing of the overall
economy, increased interest costs arising from a change in the Company's
leverage, failure of the Company's plans to produce the cost savings anticipated
by the Company, the timing and magnitude of capital expenditures, inability to
obtain or retain permits necessary to operate disposal or other facilities or
otherwise complete project development activities, inability to complete
contemplated dispositions of Company businesses and assets at anticipated prices
and terms, and the timing and cost of the Company's stock repurchases.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
No financial statements or pro forma financial information are required to be
filed as a part of this report. The exhibits filed as part of this report are
listed in the Exhibit Index hereto.
<PAGE>
SIGNATURES
----------
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.
WASTE MANAGEMENT, INC.
By: /s/ Herbert A. Getz
-------------------
Herbert A. Getz
Senior Vice President
Dated: October 14, 1997
<PAGE>
WASTE MANAGEMENT, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
---------------------------------
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1. News release dated October 10, 1997 issued by registrant
- --------------------------
* Exhibits not listed are inapplicable.
<PAGE>
EXHIBIT 99.1
Analyst Contact: Media Contact:
John D. Sanford William J. Plunkett
(630) 572-8803 (630) 572-8898
WASTE MANAGEMENT, INC. INDICATES LOWER THIRD QUARTER EARNINGS
Oak Brook, Illinois, October 10, 1997 -- Waste Management, Inc. (NYSE: WMX)
Chairman and Chief Executive Officer Ronald T. LeMay today announced that the
Company's results for the third quarter will be below analysts' expectations.
The Company indicated that its earnings per share from continuing operations for
the three months ended September 30, 1997 are expected to be between $.38 and
$.40, as compared to analysts' expectations of $.44 (mean of estimates as
reported by I/B/E/S Analysts Earnings Estimates) and as compared to $.49 per
share in the year-earlier quarter. The Company stated that earnings for the
third quarter of 1996 were benefited by certain non-recurring items including
gains on sales of divested operations, income from settlement of claims against
insurance carriers, and lower depreciation and casualty claim expense in the
quarter.
"The operating results expected for the third quarter are essentially flat from
the third quarter a year earlier. This is disappointing because we achieved
neither revenue growth nor improved operating margins as is our goal," Mr. LeMay
said. "We are working aggressively to adjust our cost structure, organizational
structure, operating strategies and management systems to better serve our
customers in today's marketplace and to position us advantageously for the
future."
Since joining the Company in July 1997, Mr. LeMay has initiated studies of the
Company's operations, assets and investments as part of his commitment to
reposition Waste Management for sustained profitability and growth.
. In early September, Mr. LeMay initiated a comprehensive study of the Company's
waste management services operations including identification of possible non-
operating alternatives for certain businesses and alternatives to the Company's
current North American solid waste operating model in order to significantly
reduce costs, serve customers better and achieve the Company's long-term revenue
growth and margin enhancement objectives.
. In addition, the Company said that Mr. LeMay has authorized a broad-ranging
analysis of the Company's North American operating assets and investments to
determine whether they are appropriately valued in light of current market
conditions and the Company's changing operational strategies.
<PAGE>
Depending on the outcome of these reviews, which are expected to be completed
during the fourth quarter, the Company said that it might record a charge to
income that could be material to its results of operations for the year. Because
of the potential for such a charge and the results of the operational review to
impact anticipated earnings for 1998, the Company stated that it was no longer
in a position to provide stockholders with guidance as to its earnings per share
goals for the balance of 1997 and 1998.
"Our goal is to provide Waste Management with both the operating and financial
structure it needs to begin the next chapter in its development as an industry
leader," Mr. LeMay said. "I remain optimistic that we will identify and realize
the cost savings and opportunities for the profitable growth I envisioned when I
joined Waste Management a little less than three months ago. I am absolutely
committed to implementing whatever changes are needed as quickly as possible.
Nonetheless, because we have many issues before us, we will need to complete our
reviews and move decisively on our operating model before we are in a position
to discuss our earnings and other financial goals for the future."
Except for historical data, the information in this press release constitutes
forward-looking statements. Forward-looking statements are inherently uncertain
and subject to risks and the statements should be viewed with caution. Actual
results or experience could differ materially from the forward-looking
statements as a result of many factors, including the ability of the Company to
meet anticipated price increase and new business sales goals, fluctuation in
recyclable commodity prices, adverse weather conditions, slowing of the overall
economy, increased interest costs arising from a change in the Company's
leverage, failure of the Company's plans to produce the cost savings anticipated
by the Company, the timing and magnitude of capital expenditures, inability to
obtain or retain permits necessary to operate disposal or other facilities or
otherwise complete project development activities, inability to complete
contemplated dispositions of Company businesses and assets at anticipated prices
and terms, and the timing and cost of the Company's stock repurchases.
####
