<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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, $1.00 PAR VALUE
(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)
------------------------
APRIL 1, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
------------------------
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
TRANSACTION VALUE AMOUNT OF FILING FEE
$1,050,000,000 $210,000
</TABLE>
Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 30,000,000 shares at $35.00 per share.
/ / 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.
<TABLE>
<S> <C>
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
</TABLE>
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) The issuer of the securities to which this Schedule 13E-4 relates is WMX
Technologies, Inc., a Delaware corporation (the "Company"), and the address of
its principal executive office is 3003 Butterfield Road, Oak Brook, Illinois
60521.
(b) This Schedule 13E-4 relates to the offer by the Company to purchase
30,000,000 shares (or such lesser number of shares as are properly tendered) of
its Common Stock, par value $1.00 per share (the "Shares"), 483,911,069 of which
Shares were outstanding as of March 19, 1997 (excluding Shares held by the WMX
Technologies, Inc. Employee Stock Benefit Trust), at a price not in excess of
$35.00 nor less than $30.00 net per Share in cash upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 1, 1997 (the
"Offer to Purchase"), and in the related Letter of Transmittal, which together
constitute the "Offer," copies of which are attached as Exhibit (a)(1) and
(a)(2), respectively, and incorporated herein by reference. Executive officers
and directors of the Company may participate in the Offer on the same basis as
the Company's other stockholders, although the Company has been advised that no
director or executive officer of the Company intends to tender any Shares
pursuant to the Offer. The information set forth in "Introduction" and "The
Offer--Section 1, Number of Shares; Proration" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth in "Introduction" and the "The Offer--Section
8, Price Range of Shares; Dividends" of the Offer to Purchase is incorporated
herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "The Offer--Section 9, Source and
Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) The information set forth in "Introduction" and "The Offer--Section
9, Source and Amount of Funds," "The Offer--Section 2, Purpose of the Offer;
Certain Effects of the Offer," "The Offer-- Section 10, Certain Information
Concerning the Company," "The Offer--Section 11, Interest of Directors and
Officers; Transactions and Arrangements Concerning Shares," and "The
Offer--Section 12, Effects of the Offer on the Market for Shares; Registration
under the Exchange Act" of the Offer to Purchase is incorporated herein by
reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "The Offer--Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information set forth in "The Offer--Section 11, Interest of Directors
and Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED.
The information set forth in "Introduction" and "The Offer--Section 16, Fees
and Expenses" of the Offer to Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "The Offer-- Section 10, Certain
Information Concerning the Company" of the Offer to Purchase is incorporated
herein by reference. The information set forth in the Consolidated Financial
Statements of the Company and Notes thereto and in Management's Discussion
2
<PAGE>
and Analysis of Financial Condition and Results of Operations, incorporated by
reference in, and filed as Exhibits 13.2 and 13.1, respectively, to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "The Offer--Section 13, Certain Legal
Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein
by reference.
(c) The information set forth in "The Offer--Section 12, Effects of the
Offer on the Market for Shares; Registration under the Exchange Act" of the
Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<C> <S>
(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 on Substitute IRS
Form W-9.
(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).*
(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).*
</TABLE>
- ------------------------
* The Company's Commission File Number is 1-7327.
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule 13E-4 is true, complete and correct.
April 1, 1997 WMX TECHNOLOGIES, INC.
By: /s/ JOHN D. SANFORD
__________________________________
John D. Sanford
Senior Vice President
and Chief Financial Officer
4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------------- -------------------------------------------------------------------------
<C> <S>
(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 on
Substitute IRS Form W-9.
(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).*
(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).*
</TABLE>
- ------------------------
* The Company's Commission File Number is 1-7327.
5
<PAGE>
[LOGO]
WMX Technologies, Inc.
OFFER TO PURCHASE FOR CASH UP TO
30,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF $35.00
NOR LESS THAN $30.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, APRIL 28, 1997,
UNLESS THE OFFER IS EXTENDED.
------------------------------
WMX TECHNOLOGIES, INC., A DELAWARE CORPORATION (THE "COMPANY"), HEREBY INVITES
ITS STOCKHOLDERS TO TENDER SHARES OF ITS COMMON STOCK, $1.00 PAR VALUE PER
SHARE (THE "SHARES"), TO THE COMPANY AT A PRICE NOT IN EXCESS OF $35.00 NOR
LESS THAN $30.00 PER SHARE IN CASH, AS SPECIFIED BY STOCKHOLDERS TENDERING
THEIR SHARES, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
HEREIN AND IN THE RELATED LETTER OF TRANSMITTAL WHICH TOGETHER CONSTITUTE
THE "OFFER." THE COMPANY WILL DETERMINE THE SINGLE PER SHARE PRICE, NOT
IN EXCESS OF $35.00 NOR LESS THAN $30.00 PER SHARE, NET TO THE SELLER
IN CASH (THE "PURCHASE PRICE"), THAT IT WILL PAY FOR SHARES PROPERLY
TENDERED PURSUANT TO THE OFFER, TAKING INTO ACCOUNT THE NUMBER OF
SHARES SO TENDERED AND THE PRICES SPECIFIED BY TENDERING
STOCKHOLDERS. THE COMPANY WILL SELECT THE LOWEST PURCHASE PRICE
THAT WILL ALLOW IT TO BUY 30,000,000 SHARES (OR SUCH LESSER
NUMBER OF SHARES AS ARE PROPERLY TENDERED AND NOT WITHDRAWN AT
PRICES NOT IN EXCESS OF $35.00 NOR LESS THAN $30.00 PER SHARE).
ALL SHARES PROPERLY TENDERED AT PRICES AT OR BELOW THE PURCHASE
PRICE AND NOT WITHDRAWN WILL BE PURCHASED AT THE PURCHASE
PRICE, SUBJECT TO THE TERMS AND THE CONDITIONS OF THE OFFER,
INCLUDING THE PRORATION AND CONDITIONAL TENDER PROVISIONS.
ALL SHARES ACQUIRED IN THE OFFER WILL BE ACQUIRED AT THE
PURCHASE PRICE. THE COMPANY RESERVES THE RIGHT, IN ITS
SOLE DISCRETION, TO PURCHASE MORE THAN 30,000,000 SHARES
PURSUANT TO THE OFFER. SEE SECTION 15.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE
OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
THE SHARES ARE LISTED AND TRADED ON THE NEW YORK STOCK EXCHANGE, INC. (THE
"NYSE") UNDER THE SYMBOL "WMX." ON MARCH 27, 1997, THE LAST TRADING DAY
ON THE NYSE PRIOR TO THE ANNOUNCEMENT OF THE TERMS OF THE OFFER,
THE CLOSING PER SHARE SALES PRICE AS REPORTED ON THE NYSE
COMPOSITE TAPE WAS $31.00. STOCKHOLDERS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES. SEE SECTION 8.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER
THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO STOCKHOLDERS
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR AS TO THE
PURCHASE PRICE OF ANY TENDER. EACH STOCKHOLDER MUST MAKE THE DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT
PRICE OR PRICES SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN
ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO
TENDER ANY SHARES PURSUANT TO THE OFFER.
------------------------------
IMPORTANT
Any stockholder wishing to tender all or any part of his or her Shares
should either (a) complete and sign a Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
either mail or deliver it with any required signature guarantee and any other
required documents to Harris Trust and Savings Bank (the "Depositary"), and
either mail or deliver the stock certificates for such Shares to the Depositary
(with all such other documents) or tender such Shares pursuant to the procedure
for book-entry tender set forth in Section 3, or (b) request a broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such stockholder. Holders of Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact such person if
they desire to tender their Shares. Any stockholder who desires to tender Shares
and whose certificates for such Shares cannot be delivered to the Depositary or
who cannot comply with the procedure for book-entry transfer or whose other
required documents cannot be delivered to the Depositary, in any case, by the
expiration of the Offer must tender such Shares pursuant to the guaranteed
delivery procedure set forth in Section 3.
To properly tender Shares, stockholders must complete the section of the
Letter of Transmittal relating to the price at which they are tendering Shares.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent or to the Dealer Manager at their
respective addresses and telephone numbers set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of
Transmittal or the Notice of Guaranteed Delivery may be obtained from the
Information Agent.
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER OR AS TO THE PURCHASE PRICE OF ANY
TENDER. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED
HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY.
------------------------------
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
APRIL 1, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
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<C> <S> <C>
SUMMARY ...................................................................................................... 3
INTRODUCTION ............................................................................................... 4
THE OFFER .................................................................................................... 6
1. Number of Shares; Proration....................................................................... 6
2. Purpose Of The Offer; Certain Effects Of The Offer................................................ 8
3. Procedures for Tendering Shares................................................................... 10
4. Withdrawal Rights................................................................................. 14
5. Purchase of Shares and Payment of Purchase Price.................................................. 15
6. Conditional Tender of Shares...................................................................... 16
7. Certain Conditions of the Offer................................................................... 16
8. Price Range of Shares; Dividends.................................................................. 18
9. Source and Amount of Funds........................................................................ 18
10. Certain Information Concerning the Company........................................................ 18
11. Interest of Directors and Officers; Transactions and Arrangements Concerning Shares............... 23
12. Effects of the Offer on the Market for Shares; Registration under the Exchange Act................ 24
13. Certain Legal Matters; Regulatory Approvals....................................................... 24
14. Certain Federal Income Tax Consequences........................................................... 25
15. Extension of Offer; Termination; Amendment........................................................ 28
16. Fees and Expenses................................................................................. 28
17. Miscellaneous..................................................................................... 29
</TABLE>
<PAGE>
SUMMARY
THIS GENERAL SUMMARY IS SOLELY FOR THE CONVENIENCE OF THE COMPANY'S
STOCKHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT AND
MORE SPECIFIC DETAILS IN THIS OFFER TO PURCHASE.
<TABLE>
<S> <C>
Purchase Price.................... The Company will select a single Purchase Price which
will be not more than $35.00 nor less than $30.00 per
Share. All Shares purchased by the Company will be
purchased at the Purchase Price even if tendered at or
below the Purchase Price. Each stockholder desiring to
tender Shares must specify in the Letter of Transmittal
the minimum price (not more than $35.00 nor less than
$30.00 per Share) at which such stockholder is willing
to have his or her Shares purchased by the Company.
Number of Shares to be
Purchased....................... 30,000,000 Shares (or such lesser number of Shares as
are properly tendered and not withdrawn). The Company
reserves the right, in its sole discretion, to purchase
more than 30,000,000 Shares pursuant to the Offer. See
Section 15.
How to Tender Shares.............. See Section 3. Call the Information Agent, the Dealer
Manager or consult your broker for assistance.
Brokerage Commissions............. None.
Stock Transfer Tax................ None, if payment is made to the registered holder.
Expiration and Proration Dates.... Monday, April 28, 1997, at 12:00 Midnight, New York City
time, unless extended by the Company.
Payment Date...................... As soon as practicable after the termination of the
Offer.
Position of the Company and its
Directors....................... Neither the Company nor its Board of Directors makes any
recommendation to any stockholder as to whether to
tender or refrain from tendering Shares or as to the
purchase price of any tender. The Company has been
advised that none of its directors or executive officers
intends to tender any Shares pursuant to the Offer.
Withdrawal Rights................. Tendered Shares may be withdrawn at any time until 12:00
Midnight, New York City time, on Monday, April 28, 1997,
unless the Offer is extended by the Company, and, unless
previously purchased, after 12:00 Midnight, New York
City time, on Tuesday, May 27, 1997. See Section 4.
Odd Lots.......................... There will be no proration of Shares tendered by any
stockholder owning beneficially less than 100 Shares who
tenders all such Shares at or below the Purchase Price
prior to the Expiration Date and who completes the "Odd
Lots" box in the Letter of Transmittal. See Section 1.
</TABLE>
3
<PAGE>
To the Holders of Common Stock of WMX Technologies, Inc.:
INTRODUCTION
THIS OFFER TO PURCHASE, INCLUDING THE DISCUSSIONS BELOW AND IN SECTION 2,
CONTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A
DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THE MATTERS DISCUSSED BELOW AS WELL
AS THE FACTORS DESCRIBED IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- FINANCIAL CONDITION -- FORWARD LOOKING
INFORMATION" FILED AS AN EXHIBIT TO AND INCORPORATED BY REFERENCE INTO THE
COMPANY'S 1996 ANNUAL REPORT (AS DEFINED HEREIN).
WMX Technologies, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its Common Stock, par value $1.00 per share
(the "Shares"), at a price not in excess of $35.00 nor less than $30.00 per
Share, as specified by stockholders tendering their Shares, upon the terms and
subject to the conditions set forth herein and in the related Letter of
Transmittal, which together constitute the "Offer." The Company will determine
the single per Share price, not in excess of $35.00 nor less than $30.00 per
Share, net to the seller in cash (the "Purchase Price"), that it will pay for
Shares properly tendered pursuant to the Offer, taking into account the number
of Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price that will allow it to buy
30,000,000 Shares (or such lesser number of Shares as are properly tendered and
not withdrawn). All Shares acquired in the Offer will be acquired at the
Purchase Price. All Shares properly tendered at prices at or below the Purchase
Price and not withdrawn will be purchased at the Purchase Price, upon the terms
and subject to the conditions of the Offer, including the proration and
conditional tender provisions. Shares tendered at prices in excess of the
Purchase Price and Shares not purchased because of proration or conditional
tender will be returned. The Company reserves the right, in its sole discretion,
to purchase more than 30,000,000 Shares pursuant to the Offer. See Section 15.
THIS OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF
SHARES BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE MAKING OF THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES
OR AS TO THE PURCHASE PRICE OF ANY TENDER. EACH STOCKHOLDER MUST MAKE THE
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE
OR PRICES SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF
ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 30,000,000 Shares are properly tendered at or
below the Purchase Price and not withdrawn, the Company will buy Shares first
from all Odd Lot Holders (as defined in Section 1) who properly tender all their
Shares at or below the Purchase Price and then on a pro rata basis from all
other stockholders who properly tender at prices at or below the Purchase Price
(and did not withdraw them prior to the expiration of the Offer). See Section 1.
All Shares not purchased pursuant to the Offer, including Shares tendered at
prices greater than the Purchase Price and not withdrawn and Shares not
purchased because of proration or conditional tenders, will be returned at the
Company's expense to the stockholders who tendered such Shares.
The Purchase Price will be paid net to the tendering stockholder in cash for
all Shares purchased. Tendering stockholders will not be obligated to pay
brokerage commissions, solicitation fees or, subject to Instruction 7 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by the
Company. HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO
COMPLETE, SIGN AND RETURN TO THE DEPOSITARY
4
<PAGE>
THE SUBSTITUTE IRS FORM W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 3. The Company will pay all fees and expenses of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch" or the "Dealer Manager"), Harris
Trust and Savings Bank (the "Depositary") and Morrow & Co., Inc. (the
"Information Agent") incurred in connection with the Offer. See Section 16.
The Offer is part of the Company's strategic plan arising from a number of
changes the Company has undergone in the past several years in response to
changing conditions in its marketplace and in the environmental services
industry generally. In February 1997, the Company's Board of Directors approved
a package of strategic initiatives designed to enhance stockholder value, the
centerpiece of which is a focus solely on waste management services in domestic
and selected international markets where the Company holds or can develop a
strong competitive position. Owners' cash flow (cash flow from operating
activities, less net capital expenditures (other than acquisitions) and
dividends) was approximately $1.2 billion in 1996, and the Company expects to
generate an additional $3.0 billion over the next 24 months, including the
divestiture of non-core and non-integrated assets valued at approximately $1.5
billion. The Company also expects to reduce overhead and capital spending as
well as streamline its organization, and to return the majority of available
cash to stockholders through stock repurchase programs, including the Offer. To
fully utilize its brand value and reflect the refocused strategy, the Company
will change its name (subject to stockholder approval) back to Waste Management,
Inc.
The Company believes that its current strategy, including the Offer, and the
actions it has taken over the past two years, position it for long-term growth
and improved profitability in a rapidly changing waste services market. However,
a number of challenges remain. The current low level of recyclable commodity
prices negatively impacts the solid waste business, both domestically and
internationally. Continued moderate economic growth is expected to result in
relatively low levels of solid waste volume and pricing growth. Wheelabrator
Technologies Inc. ("WTI"), the Company's approximately 65%-owned subsidiary,
does not expect any new trash-to-energy plants to come on-stream in the near
future, and the profitability of two of its facilities will be negatively
impacted under the terms of their operating contracts beginning in 1998. The
North American hazardous waste industry remains depressed. The Company is
undergoing a major reengineering of its financial and administrative processes
which will require the Company to incur significant costs over the next two to
three years, while at the same time the Company's divestiture of discontinued
businesses and monetization of other assets will need to be completed.
The Company is responding to these challenges with an increased focus on its
core waste management services business, on improved productivity through the
use of technology, and on generating cash and controlling capital expenditures.
The Company has also adopted Economic Value Added ("EVA-Registered Trademark-")
as its primary performance measurement to guide its operations management in
improving returns on invested capital, and has made EVA-Registered Trademark-
the principal measurement for its annual management incentive compensation plan.
However, in light of the risk factors highlighted above, the Company anticipates
flat revenue and earnings per share from continuing operations of approximately
$1.75 per share in 1997. For 1998, earnings per share from continuing operations
are expected to grow to approximately $2.05.
The Board of Directors has determined that the Company's financial condition
and outlook and current market conditions, including recent trading prices of
the Shares, make this an attractive time to repurchase a significant portion of
the outstanding Shares, taking into account the increased interest expense
associated with the borrowing required in connection with the Offer. In the view
of the Board of Directors, the Offer represents an acceleration of what would
otherwise have been a continuing share repurchase program and a use of the
Company's cash generation abilities that should benefit the Company and its
stockholders over the long term. In particular, the Board of Directors believes
that the purchase of Shares at this time is consistent with the Company's
long-term corporate goal of seeking to increase stockholder value. In addition,
the Offer will afford those stockholders who desire liquidity an opportunity to
sell all or a portion of their Shares without the usual transaction costs
associated with open market sales.
5
<PAGE>
In approving the Offer, the Board of Directors took into account that the
purchase of 30,000,000 Shares would represent approximately 6.2% of its Shares
outstanding as of March 19, 1997 (excluding shares held by the WMX Technologies,
Inc. Employee Stock Benefit Trust) at an aggregate cost of approximately
$1,053,000,000 (including estimated expenses). This expenditure by the Company
will be financed through proceeds from asset dispositions, cash from operations
and proceeds of short-term borrowings.
In deciding to approve the Offer, the Board of Directors also took into
account the expected financial impact of the Offer, including (i) the Company's
increased debt as a result of the Offer, (ii) the resulting increased interest
expense, and (iii) the possible impact of the foregoing factors on the ratings
of the Company's currently outstanding debt. The Company believes that its cash,
short-term investments and access to credit facilities and markets following
completion of the Offer, together with its anticipated cash flow from operations
and asset dispositions, are adequate for its needs for the foreseeable future.
See Section 2.
Stockholders who are participants in the Company's Dividend Reinvestment and
Stock Purchase Plan (the "Dividend Reinvestment Plan") may tender part or all of
the Shares credited to a participant's account in the Dividend Reinvestment Plan
by submitting a Letter of Transmittal with respect to such Shares and following
the instructions set forth in "Procedure for Tendering Shares--Dividend
Reinvestment Plan" in Section 3.
As of March 19, 1997, the Company had issued and outstanding 483,911,069
Shares and had outstanding employee and director stock options to purchase
19,458,000 Shares. The 30,000,000 Shares that the Company is offering to
purchase pursuant to the Offer represent approximately 6.2% of the Shares
outstanding as of March 19, 1997. All references in this Offer to Purchase to
the Company's Shares outstanding and to percentages of such Shares exclude the
10,886,361 Shares held in the WMX Technologies, Inc. Employee Stock Benefit
Trust. The Shares are listed and traded on the NYSE under the symbol "WMX." On
March 27, 1997, the last trading day on the NYSE prior to the announcement of
the terms of the Offer, the closing per Share sales price as reported on the
NYSE Composite Tape was $31.00. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES. See Section 8.
THE OFFER
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase 30,000,000 Shares or such lesser number of Shares as are properly
tendered (and not withdrawn in accordance with Section 4) prior to the
Expiration Date (as defined below) at a price not in excess of $35.00 nor less
than $30.00 per Share in cash. The term "Expiration Date" means 12:00 MIDNIGHT,
New York City time, on Monday, April 28, 1997, unless and until the Company, in
its sole discretion, shall have extended the period of time during which the
Offer will remain open, in which event the term "Expiration Date" shall refer to
the latest time and date at which the Offer, as so extended by the Company,
shall expire. See Section 15 for a description of the Company's right to extend,
delay, terminate or amend the Offer. The Company reserves the right to purchase
more than 30,000,000 Shares pursuant to the Offer. In accordance with applicable
regulations of the Securities and Exchange Commission (the "Commission"), the
Company may purchase pursuant to the Offer an additional amount of Shares not to
exceed 2% of the outstanding Shares without amending or extending the Offer. See
Section 15. In the event of an over-subscription of the Offer as described
below, Shares tendered at or below the Purchase Price prior to the Expiration
Date will be subject to proration, except for Odd Lots as explained below. The
proration period also expires on the Expiration Date.
The Company will select the lowest Purchase Price that will allow it to buy
30,000,000 Shares (or such lesser number of Shares as are properly tendered and
not withdrawn at prices not in excess of $35.00 nor
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less than $30.00 per Share). All Shares properly tendered at prices at or below
the Purchase Price and not withdrawn will be purchased at the Purchase Price,
subject to the terms and the conditions of the Offer, including the proration
and conditional tender provisions. All Shares purchased in the Offer will be
purchased at the Purchase Price.
THE OFFER IS NOT CONDITIONED UPON THE TENDER OF ANY MINIMUM NUMBER OF
SHARES, BUT IS SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.
In accordance with Instruction 5 of the Letter of Transmittal, stockholders
desiring to tender Shares must specify the price, not in excess of $35.00 nor
less than $30.00 per Share, at which they are willing to sell their Shares to
the Company. As promptly as practicable following the Expiration Date, the
Company will, in its sole discretion, determine the Purchase Price that it will
pay for Shares properly tendered pursuant to the Offer and not withdrawn, taking
into account the number of Shares tendered and the prices specified by tendering
stockholders. The Company intends to select the lowest Purchase Price, not in
excess of $35.00 nor less than $30.00 net per Share in cash, that will enable it
to purchase 30,000,000 Shares (or such lesser number of Shares as are properly
tendered and not withdrawn) pursuant to the Offer. Shares properly tendered
pursuant to the Offer at or below the Purchase Price and not withdrawn will be
purchased at the Purchase Price, subject to the terms and conditions of the
Offer, including the proration and conditional tender provisions. All Shares
tendered and not purchased pursuant to the Offer, including Shares tendered at
prices in excess of the Purchase Price and not withdrawn and Shares not
purchased because of proration or conditional tender, will be returned to the
tendering stockholders at the Company's expense as promptly as practicable
following the Expiration Date.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares and will be furnished to brokers, banks and similar
persons whose names, or the names of whose nominees, appear on the Company's
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares.
PRIORITY OF PURCHASERS. Upon the terms and subject to the conditions of the
Offer, if more than 30,000,000 Shares have been properly tendered at prices at
or below the Purchase Price and not withdrawn prior to the Expiration Date, the
Company will purchase properly tendered Shares on the basis set forth below:
(a) FIRST, all Shares tendered and not withdrawn prior to the Expiration Date by
any Odd Lot Holder (as defined below) who:
(1) tenders all Shares beneficially owned by such Odd Lot Holder at a price
at or below the Purchase Price (tenders of less than all Shares owned by
such stockholder will not qualify for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of Transmittal and,
if applicable, on the Notice of Guaranteed Delivery;
(b) SECOND, after purchase of all of the foregoing Shares, all Shares
conditionally tendered in accordance with Section 6, for which the condition
was satisfied without regard to the procedure set forth in clause (c) below,
and all other Shares tendered properly and unconditionally, in each case, at
prices at or below the Purchase Price and not withdrawn prior to the
Expiration Date, on a pro rata basis (with appropriate adjustments to avoid
purchases of fractional Shares) as described below; and
(c) THIRD, if necessary to permit the Company to purchase 30,000,000 Shares,
Shares conditionally tendered, for which the condition was not initially
satisfied, at or below the Purchase Price and not withdrawn prior to the
Expiration Date, selected by random lot in accordance with Section 6.
ODD LOTS. For purposes of the Offer, the term "Odd Lots" shall mean all
Shares properly tendered prior to the Expiration Date at prices at or below the
Purchase Price and not withdrawn by any person (an "Odd Lot Holder") who owned,
beneficially or of record, an aggregate of fewer than 100 Shares (and so
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certified in the appropriate place on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery). In order to qualify for this
preference, an Odd Lot Holder must tender all such Shares in accordance with the
procedures described in Section 3. As set forth above, Odd Lots will be accepted
for payment before proration, if any, of the purchase of other tendered Shares.
This preference is not available to partial tenders or to beneficial or record
holders of an aggregate of 100 or more Shares, even if such holders have
separate accounts or certificates representing fewer than 100 Shares. By
accepting the Offer, an Odd Lot Holder would not only avoid the payment of
brokerage commissions but also would avoid any applicable odd lot discounts in a
sale of such holder's Shares. Any stockholder wishing to tender all of such
stockholder's Shares pursuant to this Section should complete the box captioned
"Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of
Guaranteed Delivery.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any stockholder who tendered all Shares owned,
beneficially or of record, at or below the Purchase Price and who, as a result
of proration, would then own, beneficially or of record, an aggregate of fewer
than 100 Shares. If the Company exercises this right, it will increase the
number of Shares that it is offering to purchase by the number of Shares
purchased through the exercise of the right.
PRORATION. In the event that proration of tendered Shares is required, the
Company will determine the proration factor as soon as practicable following the
Expiration Date. Proration for each stockholder tendering Shares, other than Odd
Lot Holders, shall be based on the ratio of the number of Shares tendered by
such stockholder to the total number of Shares tendered by all stockholders,
other than Odd Lot Holders, at or below the Purchase Price, subject to the
conditional tender provisions described in Section 6. Because of the difficulty
in determining the number of Shares properly tendered (including Shares tendered
by guaranteed delivery procedures, as described in Section 3) and not withdrawn,
and because of the odd lot procedure, the Company does not expect that it will
be able to announce the final proration factor or commence payment for any
Shares purchased pursuant to the Offer until approximately five NYSE trading
days after the Expiration Date. The preliminary results of any proration will be
announced by press release as promptly as practicable after the Expiration Date.
Stockholders may obtain such preliminary information from the Information Agent
or the Dealer Manager and may be able to obtain such information from their
brokers.
As described in Section 14, the number of Shares that the Company will
purchase from a stockholder may affect the United States federal income tax
consequences to the stockholder of such purchase and therefore may be relevant
to a stockholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering stockholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
The Offer is part of the Company's strategic plan arising from a number of
changes the Company has undergone in the past several years in response to
changing conditions in its marketplace and in the environmental services
industry generally. In February 1997, the Company's Board of Directors approved
a package of strategic initiatives designed to enhance stockholder value, the
centerpiece of which is a focus solely on waste management services in domestic
and selected international markets where the Company holds or can develop a
strong competitive position. Owners' cash flow was approximately $1.2 billion in
1996, and the Company expects to generate an additional $3.0 billion over the
next 24 months, including the divestiture of non-core and non-integrated assets
valued at approximately $1.5 billion. The Company also expects to reduce
overhead and capital spending as well as streamline its organization, and to
return the majority of available cash to stockholders through stock repurchase
programs, including the Offer. To fully utilize its brand value and reflect the
refocused strategy, the Company will change its name (subject to stockholder
approval) back to Waste Management, Inc.
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The Company believes that its current strategy, including the Offer, and the
actions it has taken over the past two years, position it for long-term growth
and improved profitability in a rapidly changing waste services market. However,
a number of challenges remain. The current low level of recyclable commodity
prices negatively impacts the solid waste business both domestically and
internationally. Continued moderate economic growth is expected to result in
relatively low levels of solid waste volume and pricing growth. WTI does not
expect any new trash-to-energy plants to come on-stream in the near future, and
the profitability of two of its facilities will be negatively impacted under the
terms of their operating contracts beginning in 1998. The North American
hazardous waste industry remains depressed. The Company is undergoing a major
reengineering of its financial and administrative processes which will require
the Company to incur significant costs over the next two to three years, while
at the same time the Company's divestiture of discontinued businesses and
monetization of other assets will need to be completed.
The Company is responding to these challenges with an increased focus on its
core waste management services business, on improved productivity through the
use of technology, and on generating cash and controlling capital expenditures.
The Company has also adopted EVA-Registered Trademark- as its primary
performance measurement to guide its operations management in improving returns
on invested capital, and has made EVA-Registered Trademark- the principal
measurement for its annual management incentive compensation plan. However, in
light of the risk factors highlighted above, the Company anticipates flat
revenue and earnings per share from continuing operations of approximately $1.75
per share in 1997. For 1998, earnings per share from continuing operations are
expected to grow to approximately $2.05.
The Board of Directors has determined that the Company's financial condition
and outlook and current market conditions, including recent trading prices of
the Shares, make this an attractive time to repurchase a significant portion of
the outstanding Shares, taking into account the increased interest expense
associated with the borrowing required in connection with the Offer. In the view
of the Board of Directors, the Offer represents an acceleration of what would
otherwise have been a continuing share repurchase program and a use of the
Company's cash generation abilities that should benefit the Company and its
stockholders over the long term. In particular, the Board of Directors believes
that the purchase of Shares at this time is consistent with the Company's long
term corporate goal of seeking to increase stockholder value. Prior to the
announcement of the Offer, the Company has been using a substantial portion of
its excess cash to repurchase Shares through acquisition programs using open
market and negotiated purchases. During 1996, the Company purchased an aggregate
of 14.4 million Shares at an average purchase price per Share of $32.91.
Pursuant to Commission rules, the Company will not repurchase any Shares, other
than pursuant to the Offer, until at least ten business days after the
Expiration Date.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price or prices
(not in excess of $35.00 nor less than $30.00 per Share) at which they are
interested in selling their Shares and, subject to the terms and conditions of
the Offer, to sell those Shares for cash without the usual transaction costs
associated with market sales. In addition, stockholders owning fewer than 100
Shares whose Shares are purchased pursuant to the Offer not only will avoid the
payment of brokerage commissions but also will avoid any applicable odd lot
discounts payable on a sale of their Shares in an NYSE transaction. Stockholders
who determine not to accept the Offer will realize a proportionate increase in
their relative equity interest in the Company, and thus in the Company's future
earnings and assets, subject to the Company's right to issue additional Shares
and other equity securities in the future.
In approving the Offer, the Board of Directors took into account that the
purchase of 30,000,000 Shares would represent approximately 6.2% of its Shares
outstanding as of March 19, 1997 at an aggregate cost of approximately
$1,053,000,000 (including estimated expenses). This expenditure by the Company
will be financed through proceeds from asset dispositions, cash from operations
and proceeds of short-term borrowings.
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The Board of Directors also took into account the expected financial impact
of the Offer, including (i) the Company's increased debt as a result of the
Offer, (ii) the resulting increased interest expense, and (iii) the possible
impact of the foregoing factors on the rating of the Company's currently
outstanding debt. See the information under the caption "Summary Unaudited
Consolidated Pro Forma Financial Data" in Section 10. The Company believes that
its cash, short-term investments and access to credit facilities and markets
following completion of the Offer, together with its anticipated cash flow from
operations, are adequate for its needs in the foreseeable future. However, the
Company's actual experience may differ from the expectations set forth in the
preceding sentence. Future events, such as unexpected operating losses or
capital or other expenditures, might have the effect of reducing the Company's
available cash balances or might reduce or eliminate the availability of
external financial resources.
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF
SUCH STOCKHOLDER'S SHARES OR AS TO THE PURCHASE PRICE OF ANY TENDER AND NEITHER
HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. STOCKHOLDERS ARE
URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN
INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO
TENDER.
The Company has been advised that none of its directors or executive
officers intends to tender any Shares pursuant to the Offer. See Section 11.
The Company may in the future purchase additional Shares on the open market,
in private transactions, through tender offers or otherwise, subject to the
approval of the Board of Directors. Any such purchase may be on the same terms
or on terms which are more or less favorable to stockholders than the terms of
the Offer. However, Commission rules under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prohibit the Company and its affiliates from
purchasing any Shares, other than pursuant to the Offer, until at least ten
business days after the Expiration Date. Any possible future purchases by the
Company will depend on many factors, including the market price of the Shares,
the results of the Offer, the Company's business and financial position and
general economic and market conditions.
Shares the Company acquires pursuant to the Offer will be retained as
treasury shares and will be available for the Company to issue without further
stockholder action (except as required by applicable law or the rules of the
NYSE or any other securities exchange on which the Shares are listed) for
purposes including, but not limited to, the acquisition of other businesses, the
raising of additional capital for use in the Company's business and the
satisfaction of obligations under existing or future employee benefit plans. The
Company has no current plans for issuance of the Shares repurchased pursuant to
the Offer.
3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For Shares to be tendered properly pursuant to the
Offer, (a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) including any required signature guarantees
and any other documents required by the Letter of Transmittal, must be received
prior to 12:00 Midnight, New York City time, on the Expiration Date by the
Depositary at its address set forth on the back cover of this Offer to Purchase
or (b) the tendering stockholder must comply with the guaranteed delivery
procedure set forth below. IN ACCORDANCE WITH INSTRUCTION 5 OF THE LETTER OF
TRANSMITTAL, STOCKHOLDERS DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST
PROPERLY INDICATE, IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL, THE PRICE (IN
MULTIPLES OF $.25) AT
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WHICH THEIR SHARES ARE BEING TENDERED. Stockholders who desire to tender Shares
at more than one price must complete a separate Letter of Transmittal for each
price at which Shares are tendered, provided that the same Shares cannot be
tendered (unless previously properly withdrawn in accordance with the terms of
the Offer) at more than one price. IN ORDER TO PROPERLY TENDER SHARES, ONE AND
ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF
TRANSMITTAL.
In addition, Odd Lot Holders who tender all their Shares must complete the
box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Holders as set forth in Section 1.
SIGNATURE GUARANTEES AND METHOD OF DELIVERY. No signature guarantee is
required (i) if the Letter of Transmittal is signed by the registered holder of
the Shares (which term, for purposes of this Section 3, shall include any
participant in The Depository Trust Company or Philadelphia Depository Trust
Company (the "Book-Entry Transfer Facilities") whose name appears on a security
position listing as the owner of the Shares) tendered therewith and such holder
has not completed either the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" on the Letter of Transmittal; or
(ii) if Shares are tendered for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company (not a savings bank or a
savings and loan association) having an office, branch or agency in the United
States (each such entity being hereinafter referred to as an "Eligible
Institution"). See Instruction 1 of the Letter of Transmittal. If a certificate
for Shares is registered in the name of a person other than the person executing
a letter of Transmittal, or if payment is to be made, or Shares not purchased or
tendered are to be issued, to a person other than the registered holder, then
the certificate must be endorsed or accompanied by an appropriate stock power,
in either case, signed exactly as the name of the registered holder appears on
the certificate, with the signature(s) on the certificate or stock power
guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at a Book-Entry Transfer Facility
as described above), a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) and any other documents
required by the Letter of Transmittal. THE METHOD OF DELIVERY OF ALL DOCUMENTS,
INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF
DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.
If any Shares tendered and not withdrawn are not purchased, or if less than
all Shares evidenced by a stockholder's certificates are tendered, certificates
for unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer or, in the case of Shares tendered by
book-entry transfer at a Book-Entry Transfer Facility, such Shares will be
credited to the appropriate account maintained by the tendering stockholder at
the appropriate Book-Entry Transfer Facility, in each case without expense to
such stockholder.
BOOK-ENTRY DELIVERY. The Depositary will establish an account with respect
to the Shares for purposes of the Offer at each of the Book-Entry Transfer
Facilities within two business days after the date of this Offer to Purchase,
and any financial institution that is a participant in a Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing such
facility to transfer Shares into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedures for transfer. Although delivery of
Shares may be effected through a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities, either (i) a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees and any other required
documents must be transmitted to and received by the Depositary at its address
set forth on the
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back cover of this Offer to Purchase prior to the Expiration Date, or (ii) the
guaranteed delivery procedure described below must be followed. DELIVERY OF
DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
BACKUP FEDERAL INCOME TAX WITHHOLDING. Under the federal income tax backup
withholding rules, unless an exemption applies under the applicable law and
regulations, 31% of the gross proceeds payable to a stockholder or other payee
pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the stockholder or other payee provides his or her taxpayer
identification number (employer identification number or social security number)
to the Depositary and certifies that such number is correct. Therefore, each
tendering stockholder should complete and sign the Substitute IRS Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to avoid backup withholding, unless such stockholder
otherwise establishes to the satisfaction of the Depositary that he or she is
not subject to backup withholding. Certain stockholders (including, among
others, all corporations and certain foreign stockholders (in addition to
foreign corporations)) are not subject to these backup withholding and reporting
requirements. In order for a foreign stockholder to qualify as an exempt
recipient, that stockholder must submit an IRS Form W-8 or a Substitute IRS Form
W-8, signed under penalties of perjury, attesting to that stockholder's exempt
status. Such statements can be obtained from the Depositary. See Instruction 14
of the Letter of Transmittal.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE IRS FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL.
For a discussion of certain federal income tax consequences to tendering
stockholders, see Section 14.
WITHHOLDING FOR FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold federal income taxes equal to 30% of the gross payments payable to
a foreign stockholder or his or her agent unless the Depositary determines that
a reduced rate of withholding is available pursuant to a tax treaty or that an
exemption from withholding is applicable because such gross proceeds are
effectively connected with the conduct of a trade or business within the United
States. For this purpose, a foreign stockholder is any stockholder that is not
(i) a citizen or resident of the United States, (ii) a corporation, partnership,
or other entity created or organized in or under the laws of the United States,
any State or any political subdivision thereof, (iii) an estate the income of
which is subject to United States federal income taxation regardless of the
source of such income, or (iv) any trust if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more United States fiduciaries have the authority to control all
substantial decisions relating to the trust. In order to obtain a reduced rate
of withholding pursuant to a tax treaty, a foreign stockholder must deliver to
the Depositary before the payment a properly completed and executed IRS Form
1001. In order to obtain an exemption from withholding on the grounds that the
gross proceeds paid pursuant to the Offer are effectively connected with the
conduct of a trade or business within the United States, a foreign stockholder
must deliver to the Depositary a properly completed and executed IRS Form 4224.
The Depositary will determine a stockholder's status as a foreign stockholder
and eligibility for a reduced rate of, or exemption from, withholding by
reference to any outstanding certificates or statements concerning eligibility
for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or
IRS Form 4224) unless facts and circumstances indicate that such reliance is not
warranted. A foreign stockholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such stockholder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
test described in Section 14 or is otherwise able to establish that no tax or a
reduced amount of tax is due. Backup withholding generally will not apply to
amounts subject to the 30%
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or a treaty-reduced rate of withholding. Foreign stockholders are urged to
consult their own tax advisors regarding the application of federal income tax
withholding, including eligibility for a withholding tax reduction or exemption,
and the refund procedure. See Instruction 15 of the Letter of Transmittal.
GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's Share certificates cannot be delivered to the
Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or if time will not permit all
required documents to reach the Depositary prior to the Expiration Date, such
Shares may nevertheless be tendered, provided that all of the following
conditions are satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) the Depositary receives by hand, mail, telegram or facsimile transmission,
prior to the Expiration Date, a properly completed and duly executed Notice
of Guaranteed Delivery substantially in the form the Company has provided
with this Offer to Purchase (specifying the price at which the Shares are
being tendered), including (where required) a signature guarantee by an
Eligible Institution; and
(c) the certificates for all tendered Shares, in proper form for transfer (or
confirmation of book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facilities), together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) and any required signature guarantees or other documents
required by the Letter of Transmittal, are received by the Depositary within
three NYSE trading days after the date of receipt by the Depositary of such
Notice of Guaranteed Delivery.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the number of Shares
to be accepted, the price to be paid for Shares to be accepted and the validity,
form, eligibility (including time of receipt) and acceptance of any tender of
Shares will be determined by the Company, in its sole discretion, and its
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders of any Shares that it determines
are not in appropriate form or the acceptance for payment of or payments for
which may be unlawful. The Company also reserves the absolute right to waive any
of the conditions of the Offer or any defect or irregularity in any tender with
respect to any particular Shares or any particular stockholder. No tender of
Shares will be deemed to have been properly made until all defects or
irregularities have been cured by the tendering stockholder or waived by the
Company. None of the Company, the Dealer Manager, the Depositary, the
Information Agent or any other person shall be obligated to give notice of any
defects or irregularities in tenders, nor shall any of them incur any liability
for failure to give any such notice.
DIVIDEND REINVESTMENT PLAN. Shares credited to participants' accounts under
the Dividend Reinvestment Plan will be tendered by Harris Trust and Savings
Bank, as administrator, according to instructions provided to the administrator
from participants in the Dividend Reinvestment Plan. Shares for which the
administrator has not received timely instructions from participants will not be
tendered. The administrator will make available to the participants in the
Dividend Reinvestment Plan all documents furnished to stockholders generally in
connection with the Offer. Because the Depositary for the Offer also acts as
administrator of the Dividend Reinvestment Plan, participants in the Dividend
Reinvestment Plan may use the Letter of Transmittal to instruct the
administrator regarding the Offer by completing the box entitled "Dividend
Reinvestment Plan Shares." Each participant may direct that all, some or none of
the Shares credited to the participant's account under the Dividend Reinvestment
Plan be tendered and the price at which such participant's Shares are to be
tendered. Participants in the Dividend Reinvestment Plan are urged to read the
Letter of Transmittal and related materials carefully.
TENDERING STOCKHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S ACCEPTANCE
CONSTITUTES AN AGREEMENT. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
13
<PAGE>
representation and warranty to the Company that (a) such stockholder has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated by the Commission under the Exchange Act and (b) the tender of such
Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person,
directly or indirectly, to tender Shares for such person's own account unless,
at the time of tender and at the end of the proration period or period during
which Shares are accepted by lot (including any extensions thereof), the person
so tendering (i) has a net long position equal to or greater than the amount of
(x) Shares tendered or (y) other securities convertible into or exchangeable or
exercisable for the Shares tendered and will acquire such Shares for tender by
conversion, exchange or exercise and (ii) will deliver or cause to be delivered
such Shares in accordance with the terms of the Offer. Rule 14e-4 provides a
similar restriction applicable to the tender or guarantee of a tender on behalf
of another person. The Company's acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the tendering
stockholder and the Company upon the terms and conditions of the Offer.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company pursuant to the Offer, may also be withdrawn
at any time after 12:00 Midnight, New York City time, on Tuesday, May 27, 1997.
For a withdrawal to be effective, a notice of withdrawal must be in written,
telegraphic or facsimile transmission form and must be received in a timely
manner by the Depositary at its address set forth on the back cover of this
Offer to Purchase. Any such notice of withdrawal must specify the name of the
tendering stockholder, the name of the registered holder, if different from that
of the person who tendered such Shares, the number of Shares tendered and the
number of Shares to be withdrawn. If the certificates for Shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, prior to
the release of such certificates, the tendering stockholder must also submit the
serial numbers shown on the particular certificates for Shares to be withdrawn
and the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for book-entry tender set
forth in Section 3, the notice of withdrawal also must specify the name and the
number of the account at the applicable Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the procedures of
such facility. None of the Company, the Dealer Manager, the Depositary, the
Information Agent or any other person shall be obligated to give notice of any
defects or irregularities in any notice of withdrawal nor shall any of them
incur liability for failure to give any such notice. All questions as to the
form and validity (including time of receipt) of notices of withdrawal will be
determined by the Company, in its sole discretion, which determination shall be
final and binding.
Withdrawals may not be rescinded and any Shares withdrawn will thereafter be
deemed not properly tendered for purposes of the Offer unless such withdrawn
Shares are properly retendered prior to the Expiration Date by again following
one of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain tendered Shares on behalf of the Company, and such
Shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights as described in this Section 4.
14
<PAGE>
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, as promptly as
practicable following the Expiration Date, the Company will (i) determine the
Purchase Price it will pay for the Shares properly tendered and not withdrawn
prior to the Expiration Date, taking into account the number of Shares so
tendered and the prices specified by tendering stockholders, and (ii) accept for
payment and pay for (and thereby purchase) Shares properly tendered at prices at
or below the Purchase Price and not withdrawn prior to the Expiration Date. For
purposes of the Offer, the Company will be deemed to have accepted for payment
(and therefore purchased) Shares that are tendered at or below the Purchase
Price and not withdrawn (subject to the proration and conditional tender
provisions of the Offer) only when, as and if it gives oral or written notice to
the Depositary of its acceptance of such Shares for payment pursuant to the
Offer.
Upon the terms and subject to the conditions of the Offer, promptly
following the Expiration Date the Company will accept for payment and pay a
single per Share Purchase Price for 30,000,000 Shares (subject to increase or
decrease as provided in Section 15) or such lesser number of Shares as are
properly tendered at prices not in excess of $35.00 nor less than $30.00 per
Share and not withdrawn as permitted in Section 4.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering stockholders.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any proration and commence payment for Shares
purchased until approximately five NYSE trading days after the Expiration Date.
Certificates for all Shares tendered and not purchased, including all Shares
tendered at prices in excess of the Purchase Price and Shares not purchased due
to proration or conditional tender, will be returned (or, in the case of Shares
tendered by book-entry transfer, such Shares will be credited to the account
maintained with the Book-Entry Transfer Facility by the participant therein who
so delivered such Shares) to the tendering stockholder at the Company's expense
as promptly as practicable after the Expiration Date without expense to the
tendering stockholder. Under no circumstances will interest on the Purchase
Price be paid by the Company by reason of any delay in making payment. In
addition, if certain events occur, the Company may not be obligated to purchase
Shares pursuant to the Offer. See Section 7.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however, payment
of the Purchase Price is to be made to, or (in the circumstances permitted by
the Offer) if unpurchased Shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered in
the name of any person other than the person signing the Letter of Transmittal,
the amount of all stock transfer taxes, if any (whether imposed on the
registered holder or such other person), payable on account of the transfer to
such person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of the stock transfer taxes, or exemption therefrom, is
submitted. See Instruction 7 of the Letter of Transmittal.
ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE IRS FORM W-9 INCLUDED IN THE LETTER
OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING
OF 31% OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX
CONSEQUENCES FOR FOREIGN STOCKHOLDERS.
15
<PAGE>
6. CONDITIONAL TENDER OF SHARES.
Under certain circumstances set forth in Section 1 above, the Company may
prorate the number of Shares purchased pursuant to the Offer. As discussed in
Section 14, the number of Shares to be purchased from a particular stockholder
might affect the tax consequences to such stockholder of such purchase and such
stockholder's decision whether to tender. Accordingly, a stockholder may tender
Shares subject to the condition that a specified minimum number, if any, must be
purchased, and any stockholder wishing to make such a conditional tender should
so indicate in the box captioned "Conditional Tender" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery. The
conditional tender alternative is made available so that a stockholder may seek
to structure the purchase of Shares from the stockholder pursuant to the Offer
in such a manner that it will be treated as a sale of such shares by the
stockholder, rather than the payment of a dividend to the stockholder, for
federal income tax purposes. It is the tendering stockholder's responsibility to
calculate such minimum number of Shares and each stockholder is urged to consult
his or her own tax advisor. If the effect of accepting tenders on a pro rata
basis is to reduce the number of Shares to be purchased from any stockholder
below the minimum number so specified, such tender will automatically be deemed
withdrawn, except as provided in the next paragraph, and Shares tendered by such
stockholder will be returned as soons as practicable after the Expiration Date.
However, if so many conditional tenders would be deemed withdrawn that the
total number of Shares to be purchased falls below 30,000,000 Shares, then, to
the extent feasible, the Company will select enough of such conditional tenders,
which would otherwise have been deemed withdrawn, to purchase such desired
number of Shares. In selecting among such conditional tenders, the Company will
select by random lot and will limit its purchase in each case to the designated
minimum number of Shares to be purchased. Conditional tenders will be selected
by lot only from stockholders who tender all of their Shares.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL
TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED
(EXCEPT AS PROVIDED ABOVE) AND WILL THEREBY BE DEEMED WITHDRAWN.
7. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to the rules under
the Exchange Act, if at any time on or after March 31, 1997 and prior to the
time of payment for any such Shares (whether any Shares have theretofore been
accepted for payment, purchased or paid for pursuant to the Offer) any of the
following events shall have occurred (or shall have been determined by the
Company to have occurred) that, in the Company's judgment in any such case and
regardless of the circumstances giving rise thereto (including any action or
omission to act by the Company), makes it inadvisable to proceed with the Offer
or with such acceptance for payment or payment:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal
that directly or indirectly (i) challenges the making of the Offer, the
acquisition of some or all of the Shares pursuant to the Offer or
otherwise relates in any manner to the Offer, or (ii) in the Company's
sole judgment, could materially and adversely affect the business,
condition (financial or other), income, operations or prospects of the
Company and its subsidiaries, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the
16
<PAGE>
Company or any of its subsidiaries or materially impair the contemplated
benefits of the Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or the Company
or any of its subsidiaries, by any court or any authority, agency or
tribunal that, in the Company's sole judgment, would or might directly
or indirectly (i) make the acceptance for payment of, or payment for,
some or all of the Shares illegal or otherwise restrict or prohibit
consummation of the Offer; (ii) delay or restrict the ability of the
Company, or render the Company unable, to accept for payment or pay for
some or all of the Shares; (iii) materially impair the contemplated
benefits of the Offer to the Company; or (iv) materially and adversely
affect the business, condition (financial or other), income, operations
or prospects of the Company and its subsidiaries, taken as a whole, or
otherwise materially impair in any way the contemplated future conduct
of the business of the Company or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange
or in the over-the-counter market; (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the
United States; (iii) the commencement of a war, armed hostilities or
other international or national calamity directly or indirectly
involving the United States; (iv) any limitation (whether or not
mandatory) by any governmental, regulatory or administrative agency or
authority on, or any event that, in the Company's sole judgment, might
affect, the extension of credit by banks or other lending institutions
in the United States; (v) any significant decrease in the market price
of the Shares or any change in the general political, market, economic
or financial conditions in the United States or abroad that could, in
the sole judgment of the Company, have a material adverse effect on the
Company's business, operations or prospects or the trading in the
Shares; (vi) in the case of any of the foregoing existing at the time of
the commencement of the Offer, a material acceleration or worsening
thereof; or (vii) any decline in either the Dow Jones Industrial Average
or the Standard and Poor's Index of 500 Industrial Companies by an
amount in excess of 10% measured from the close of business on March 31,
1997;
(d) a tender or exchange offer with respect to some or all of the Shares
(other than the Offer), or a merger or acquisition proposal for the
Company, shall have been proposed, announced or made by another person
or shall have been publicly disclosed, or the Company shall have learned
after the date of this Offer that (i) any person or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) shall have acquired or
proposed to acquire beneficial ownership of more than 5% of the
outstanding Shares, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding Shares; or
(e) any change or changes shall have occurred in the business, financial
condition, assets, income, operations, prospects or stock ownership of
the Company or its subsidiaries that, in the Company's sole judgment, is
or may be material to the Company or its subsidiaries.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and may be waived by
the Company, in whole or in part, at any time and from time to time in its sole
discretion. The Company's failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by the Company concerning the events described above
will be final and binding.
17
<PAGE>
8. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and traded on the NYSE and the Chicago Stock Exchange
under the symbol "WMX." The following table sets forth, for the periods
indicated, the high and low per Share sales prices on the NYSE Composite Tape as
compiled from published financial sources and the cash dividends paid per Share
in each such fiscal quarter:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
--------- --------- -------------
<S> <C> <C> <C>
1995:
1st Quarter..................................................................... $ 29 5/8 $ 25 3/4 $ .15
2nd Quarter..................................................................... 28 3/4 26 3/4 .15
3rd Quarter..................................................................... 32 1/2 28 1/4 .15
4th Quarter..................................................................... 30 7/8 26 3/8 .15
1996:
1st Quarter..................................................................... $ 32 1/8 $ 27 3/4 $ .15
2nd Quarter..................................................................... 36 1/8 31 5/8 .16
3rd Quarter..................................................................... 33 1/4 28 5/8 .16
4th Quarter..................................................................... 36 5/8 32 1/8 .16
1997:
1st Quarter (through March 27, 1997)............................................ $ 37 1/2 $ 30 1/8 $ .16
</TABLE>
On March 27, 1997, the last trading day on the NYSE prior to the
announcement of the terms of the Offer, the closing per Share sales price on the
NYSE Composite Tape was $31.00. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES.
9. SOURCE AND AMOUNT OF FUNDS.
Assuming the Company purchases 30,000,000 Shares pursuant to the Offer at a
purchase price of $35.00 per Share, the Company expects the maximum aggregate
cost to be approximately $1,053,000,000 (including estimated expenses). It is
anticipated that the Company will fund the purchase of Shares pursuant to the
Offer and the payment of related fees and expenses with proceeds from asset
dispositions, cash from operations and proceeds of short-term borrowings.
10. CERTAIN INFORMATION CONCERNING THE COMPANY.
GENERAL
The Company is a leading international provider of waste management
services. The Company provides integrated solid waste management services in
North America through Waste Management, Inc., a wholly owned subsidiary of the
Company (referred to herein, together with its subsidiaries and certain
affiliated companies providing waste management and related services, as "Waste
Management"). The Company also provides hazardous waste management services. The
Company's chemical waste treatment, storage, disposal and related services in
North America are provided through Waste Management and Chemical Waste
Management, Inc., a wholly owned subsidiary of the Company ("CWM"), and are
provided to commercial and industrial customers, as well as to other waste
management companies and to governmental entities. The Company provides
comprehensive waste management and related services outside North America
through Waste Management International plc ("Waste Management International"), a
subsidiary owned approximately 56% by the Company and 12% each by the Company's
Rust
18
<PAGE>
International Inc. and WTI subsidiaries. WTI is a leading developer of
facilities and systems for, and provider of services to, the trash-to-energy and
waste fuel powered independent power markets. 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
electrical or steam energy. Rust International Inc., a subsidiary owned
approximately 60% by the Company and 40% by WTI ("Rust"), provides a variety of
on-site industrial cleaning services, a business which is managed by Waste
Management, and provides hazardous, radioactive and mixed waste program and
facilities management services primarily to the United States Department of
Energy and other federal government agencies.
The Company's strategic plans call for the Company to focus on the provision
of waste management services and to sell or discontinue various businesses which
do not fit within that focus. The Company has disposed of significant amounts of
non-waste management services businesses and assets, as well as underperforming
or poorly positioned waste management services businesses. As it focuses on its
core waste management services business, the Company intends to continue
engaging in such dispositions. Set forth below is a summary of certain of the
Company's significant recent and planned dispositions.
In June 1996, Rust sold its process engineering and construction business to
Raytheon Engineering Inc.
In September 1996, Rust sold its scaffolding rental and erection services
business to Brand Scaffold Services, Inc. for approximately $190 million.
In December 1996, WTI sold its water process, manufacturing and custom
engineering business to United States Filter Corporation ("U.S. Filter") for
approximately $370 million.
Also in December 1996, Waste Management International announced plans to
sell its approximately 20% interest in Wessex Water Plc. The sale was completed
in February 1997.
In addition, as part of its program to dispose of approximately $1.5 billion
of non-core or underperforming assets over the next 18 to 24 months, the Company
has announced the following:
- an agreement reached in February 1997 to sell its approximately 20%
interest in ServiceMaster Limited Partnership to ServiceMaster Limited
Partnership for approximately $626 million, a transaction which the
Company expects to close on or shortly after the date of this Offer to
Purchase;
- the planned sale by WTI of its remaining water services business to U.S.
Filter for approximately $77 million;
- the planned sale by Rust of its remaining domestic and international
engineering and consulting business;
- the planned sale of approximately $400 million of non-integrated waste
management services businesses in North America;
- reduced investment by Waste Management International in all or parts of
businesses in France, Spain and Austria by creating joint ventures or
selling operations within these countries; and
- the planned sale of non-core and non-contributing real estate holdings.
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 NYSE 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.
19
<PAGE>
CERTAIN FINANCIAL INFORMATION
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
Set forth below is certain summary historical consolidated financial
information of the Company and its subsidiaries. The historical financial
information (other than the ratios of earnings to fixed charges) were derived
from the audited consolidated financial statements filed as exhibits to, and
incorporated by reference into, the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (the "Company's 1996 Annual Report"), which is
incorporated herein by reference, and other information and data contained in
the Company's 1996 Annual Report. More comprehensive financial information is
included or incorporated by reference in such report and the financial
information which follows is qualified in its entirety by reference to such
report, and all of the financial statements and related notes contained or
incorporated by reference therein, copies of which may be obtained as set forth
below under the caption "-- Additional Information."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1995 1996
------------- -------------
(000'S OMITTED, EXCEPT
RATIOS AND PER SHARE
AMOUNTS)
<S> <C> <C>
INCOME STATEMENT DATA:
Revenue from continuing operations................................................. $ 9,053,018 $ 9,186,970
Net income from continuing operations.............................................. $ 618,243 $ 477,791
Net income......................................................................... $ 603,899 $ 192,085
Average common and common equivalent shares outstanding............................ 485,972 490,263
Earnings per share
Continuing operations............................................................ $ 1.27 $ .97
Net income....................................................................... $ 1.24 $ .39
Ratio of earnings to fixed charges................................................. 2.97 to 1 2.98 to 1
BALANCE SHEET DATA:
Total assets....................................................................... $ 18,364,274 $ 18,366,592
Working capital (deficit).......................................................... (584,399) 54,516
Long-term debt..................................................................... 6,390,041 6,971,607
Stockholders' equity............................................................... 4,942,339 4,876,299
Book value per common share........................................................ $ 10.15 $ 10.09
</TABLE>
NOTES TO SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
1. The results for 1995 include a special charge of $140.6 million (before
tax) recorded by CWM, primarily to write off its investment in facilities and
technologies that it abandoned because they did not meet customer service or
performance objectives, and a special charge of $194.6 million (before tax and
minority interest) recorded by Waste Management International relating to
actions it had decided to take to sell or otherwise dispose of non-core
businesses and investments, as well as core businesses and investments in low
potential markets, abandon certain hazardous waste treatment and processing
technologies, and streamline its country management organization. See Note 14 to
the Company's Consolidated Financial Statements incorporated herein by
reference.
20
<PAGE>
2. In 1995, the Rust Board of Directors approved a plan to sell or
otherwise discontinue Rust's process engineering, construction, specialty
contracting and similar lines of business. During 1996, the sale of the
industrial process engineering and construction businesses, based in Birmingham,
Alabama, was completed. In 1996, WTI sold its water process systems and
equipment manufacturing businesses, and Rust sold its industrial scaffolding
business. WTI entered into an agreement to sell its water and wastewater
facility operations and privatization business and Rust began implementing plans
to exit its remaining domestic and international engineering and consulting
business. CWM is also exiting its fuels blending business. Accordingly, these
businesses have been segregated as discontinued operations in the financial
statements. See Note 15 to the Company's Consolidated Financial Statements
incorporated herein by reference.
3. The results for 1996 include special charges of $88.0 million (after tax
and minority interest) related to Waste Management International's sale of its
investment in Wessex and $125.6 million (after tax and minority interest) to
revalue its investments in France, Austria and Spain in contemplation of exiting
all or part of these markets or forming joint ventures and to write off an
investment in a hazardous waste disposal facility. Also in 1996, the Company and
CWM recorded special charges of $166.4 million (after tax) for reengineering
their finance and administrative functions and increasing reserves for certain
litigation. See Note 14 to the Company's Consolidated Financial Statements
incorporated herein by reference.
4. Certain amounts have been restated to conform to 1996 classifications.
21
<PAGE>
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA
The following summary unaudited consolidated pro forma financial data gives
effect to the purchase of Shares pursuant to the Offer, based on certain
assumptions described in the Notes to Summary Unaudited Consolidated Pro Forma
Financial Data and gives effect to the purchase of Shares pursuant to the Offer
as if it had occurred on January 1, 1996, with respect to income statement data,
and on December 31, 1996, with respect to balance sheet data. The summary
unaudited consolidated pro forma financial data should be read in conjunction
with the summary consolidated historical financial information and does not
purport to be indicative of the results that would actually have been obtained,
or results that may be obtained in the future, or the financial condition that
would have resulted had the purchase of the Shares pursuant to the Offer been
completed at the dates indicated.
WMX TECHNOLOGIES, INC. AND SUBSIDIARIES
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1996
(000'S OMITTED IN TABLE, EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
WMX WMX
TECHNOLOGIES, PRO FORMA TECHNOLOGIES,
INC. ADJUSTMENTS INC. PRO FORMA
------------- ------------- ----------------
<S> <C> <C> <C>
Revenue.......................................................... $ 9,186,970 $ 9,186,970
Net income from continuing operations............................ $ 477,791 $ (40,146) $ 437,645
Net income....................................................... $ 192,085 $ (40,146) $ 151,939
Average common and common equivalent shares...................... 490,263 (30,000) 460,263
Earnings per share
Continuing operations.......................................... $ 0.97 $ 0.95
Net income..................................................... $ 0.39 $ 0.33
Working capital (deficit)........................................ $ 54,516 $ (1,053,000) $ (998,484)
Total assets..................................................... $ 18,366,592 $ 18,366,592
Total debt....................................................... $ 7,525,100 $ 1,053,000 $ 8,578,100
Stockholders' equity............................................. $ 4,876,299 $ (1,053,000) $ 3,823,299
Book value per common share...................................... $ 10.09 $ 8.43
Ratio of earnings to fixed charges............................... 2.98 to 1 2.64 to 1
</TABLE>
NOTES TO SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL DATA
(1) Financial data for 1996 includes (a) a special charge by Waste Management
International ($125.6 million after tax and minority interest) to revalue
its investments in Austria, France and Spain in contemplation of exiting all
or part of these markets or forming joint ventures, and to write off an
investment in a hazardous waste disposal facility; (b) a provision ($88.0
million after tax and minority interest) related to the sale by Waste
Management International of its investment in Wessex; and (c) a special
charge of $166.4 million after tax by Waste Management and CWM for
reengineering their finance and administrative functions (primarily related
to a reduction in the carrying value of software) and increasing reserves
for certain litigation.
(2) The following assumptions were made in presenting the pro forma financial
data:
(a) a total of 30 million Shares are purchased at the maximum offering price
of $35.00 per Share;
(b) expenses related to the Offer total $3 million;
(c) the purchase price is financed with commercial paper at an interest rate
of 6.25%. However, while the Company is unable to predict its level of
cash on hand at the close of the Offer, such cash, together with cash
flow from operations and proceeds from asset sales, is expected to be
22
<PAGE>
sufficient to fund a portion of the aggregate Purchase Price and to
retire at maturity any commercial paper issued to fund the balance; and
(d) the Company's marginal tax rate is 39%.
(3) Earnings per share are computed by dividing net income by the weighted
average common and common equivalent shares outstanding during the year,
giving effect in the case of the pro forma amount to the repurchase
contemplated herein. Common stock equivalents consist primarily of
outstanding stock options. Excluding the matters discussed in Note 1,
earnings per share from continuing operations would have been $1.75 for 1996
and $1.78 on a pro forma basis.
(4) Book value per share is calculated by dividing stockholders' equity by the
number of common shares and pro forma common shares outstanding at the end
of the period.
(5) The ratio of earnings to fixed charges is computed by dividing pretax income
from continuing operations, before undistributed earnings from affiliated
companies, minority interest and fixed charges, by the fixed charges. The
fixed charges include interest expense and one-third of rents, which is
assumed to be the interest factor. Excluding the matters discussed in Note 1
above, the ratio of earnings to fixed charges would have been 3.93 to 1 for
1996 and 3.47 to 1 on a pro forma basis.
(6) For additional information relative to the Summary Unaudited Consolidated
Pro Forma Financial Data, reference is made to the Consolidated Financial
Statements and related notes thereto incorporated herein by reference.
ADDITIONAL INFORMATION
The Company is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is obligated to file reports and
other information with the Commission relating to its business, financial
condition and other matters. Information, as of particular dates, concerning the
Company's directors and officers, their remuneration, options granted to them,
the principal holders of the Company's securities and any material interest of
such persons in transactions with the Company is required to be disclosed in
proxy statements distributed to the Company's stockholders and filed with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549; at its
regional offices located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048. Copies
of such material may also be obtained by mail, upon payment of the Commission's
customary charges, from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a Web site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy statements and other information concerning the Company also can
be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005, on which the Shares are listed.
11. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING
SHARES.
As of March 19, 1997, the Company had issued and outstanding 483,911,069
Shares and had outstanding employee and director stock options to purchase
19,458,000 Shares. The 30,000,000 Shares that the Company is offering to
purchase represent approximately 6.2% of the Shares then outstanding. As of
February 1, 1997, the Company's directors and executive officers as a group (22
persons) beneficially owned an aggregate of 15,262,023 Shares representing
approximately 3.1% of the outstanding Shares, assuming the exercise by such
persons of their options exercisable within 60 days of such date. Each of the
Company's executive officers and directors has advised the Company that he or
she does not intend to tender any Shares pursuant to the Offer. If the Company
purchases 30,000,000 Shares pursuant to the
23
<PAGE>
Offer, then after the purchase of Shares pursuant to the Offer, the Company's
executive officers and directors as a group would own beneficially approximately
3.3% of the outstanding Shares immediately after the Offer, assuming the
exercise by such persons of their options exercisable within 60 days of February
1, 1997.
Neither the Company, nor any subsidiary of the Company nor, to the best of
the Company's knowledge, any of the Company's directors or executive officers,
nor any affiliates of any of the foregoing, had any transactions involving the
Shares during the 40 business days prior to the date hereof, except that on
February 5, 1997, Joseph M. Holsten, Executive Vice President and Chief
Operating Officer of the Company, purchased 1,000 Shares at a purchase price of
$32 3/8 per Share in a broker's transaction on the NYSE.
Except for outstanding options to purchase Shares granted from time to time
to certain employees (including executive officers) of the Company pursuant to
the Company's stock option plans and except as otherwise described herein,
neither the Company nor, to the best of the Company's knowledge, any of its
affiliates, directors (including a nominee) or executive officers, is a party to
any contract, arrangement, understanding or relationship with any other person
relating, directly or indirectly, to the Offer with respect to any securities of
the Company including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against loss or the giving or withholding of
proxies, consents or authorizations.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of stockholders. Nonetheless, the Company anticipates that there will be
a sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares.
Based upon published guidelines of the NYSE, the Company does not believe that
its purchase of Shares pursuant to the Offer will cause the Company's remaining
Shares to be delisted from the NYSE.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such Shares as collateral. The Company
believes that, following the purchase of Shares pursuant to the Offer, the
Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit that appears to
be material to the Company's business that might be adversely affected by the
Company's acquisition of Shares as contemplated herein or of any approval or
other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein. Should
any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of or payment for Shares tendered pursuant to the Offer
pending the outcome of any such matter. There can be no assurance that any such
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain any such approval
or other action
24
<PAGE>
might not result in adverse consequences to the Company's business. The
Company's obligations under the Offer to accept for payment and pay for Shares
are subject to certain conditions. See Section 7.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), existing and proposed Treasury regulations promulgated thereunder,
administrative pronouncements and judicial decisions, changes to which could
materially affect the tax consequences described herein and could be made on a
retroactive basis.
This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular stockholders in light of their
personal circumstances, or to certain types of stockholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold Shares as a position in
a straddle). In particular, the discussion of the consequences of an exchange of
Shares for cash pursuant to the Offer applies only to a United States
stockholder (herein, a "Holder"). For purposes of this summary, a "United States
stockholder" is (i) a citizen or resident of the United States, (ii) a
corporation, partnership or other entity created or organized in or under the
laws of the United States, any State or any political subdivision thereof, (iii)
an estate the income of which is subject to United States federal income
taxation regardless of source, or (iv) any trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States fiduciaries have the authority to control
all substantial decisions relating to the trust. This discussion does not
address the tax consequences to foreign stockholders who will be subject to
United States federal income tax on a net basis on the proceeds of their
exchange of Shares pursuant to the Offer because such income is effectively
connected with the conduct of a trade or business within the United States. Such
stockholders are generally taxed in a manner similar to United States
stockholders; however, certain special rules apply. Foreign stockholders who are
not subject to U.S. federal income tax on a net basis should see Section 3 for a
discussion of the applicable U.S. withholding rules and the potential for
obtaining a refund of all or a portion of the tax withheld. The summary may not
be applicable with respect to Shares acquired as compensation (including Shares
acquired upon the exercise of options or which were or are subject to forfeiture
restrictions). The summary also does not address the state, local or foreign tax
consequences of participating in the Offer. Each Holder should consult such
Holder's tax advisor as to the particular consequences to him or her of
participation in the Offer.
CONSEQUENCES TO TENDERING STOCKHOLDERS OF EXCHANGE OF SHARES FOR CASH
PURSUANT TO THE OFFER. An exchange of Shares for cash in the Offer by a Holder
will be a taxable transaction for United States federal income tax purposes. As
a consequence of the exchange, the Holder will, depending on such Holder's
particular circumstances, be treated either as recognizing gain or loss from the
disposition of the Shares or as receiving a dividend distribution from the
Company. In general, if a Holder does not exercise control over the affairs of
the Company and all Shares actually or constructively owned by such Holder under
the applicable attribution rules, as described below, are tendered and exchanged
for cash in the Offer, the Holder should be treated as recognizing gain or loss
from the disposition of Shares.
Under Section 302 of the Code, a Holder will recognize gain or loss from the
disposition of Shares exchanged for cash if the exchange (i) results in a
"complete termination" of all such Holder's equity interest in the Company, (ii)
results in a "substantially disproportionate" redemption with respect to such
Holder or (iii) is "not essentially equivalent to a dividend" with respect to
such Holder. In applying each of the Section 302 tests, a Holder is in general
deemed to own constructively the Shares actually owned by certain related
individuals and entities. For example, an individual Holder is generally
considered to own the Shares owned directly or indirectly by or for his or her
spouse and his or her children, grandchildren and parents. In addition, a Holder
is considered to own a proportionate number of the Shares owned by trusts or
estates in which the Holder has a beneficial interest, by partnerships in which
the Holder is a
25
<PAGE>
partner, and by corporations in which the Holder owns, directly or indirectly,
50% or more in value of the stock. Similarly, Shares directly or indirectly
owned by beneficiaries of estates or trusts, by partners of partnerships and,
under certain circumstances, by stockholders of corporations may be considered
owned by these entities. A Holder will generally also be deemed to own Shares
which the Holder has the right to acquire by exercise of an option.
A Holder that exchanges all Shares actually or constructively owned by such
Holder for cash pursuant to the Offer will be regarded as having completely
terminated such Holder's equity interest in the Company. A Holder that exchanges
all Shares actually owned for cash pursuant to the Offer, but is not treated as
having disposed of all Shares constructively owned pursuant to the Offer because
of the application of the family attribution rules described above, may
nevertheless be able to qualify his or her exchange as a "complete termination"
of his or her interest in the Company if certain technical requirements are met.
Among other requirements, a Holder must include a statement with his or her 1997
federal income tax return notifying the Internal Revenue Service (the "IRS")
that he or she has elected to waive the family attribution rules and agreeing to
provide certain information in the future, and must not have any interest in the
Company immediately after the disposition (including an interest as an officer,
director or employee), other than an interest as a creditor. A Holder wishing to
satisfy the "complete termination" test through waiver of the family attribution
rules should consult his or her tax advisor. An exchange of Shares for cash will
be a "substantially disproportionate" redemption with respect to a Holder if the
percentage of the then outstanding Shares owned by such Holder immediately after
the exchange is less than 80% of the percentage of the Shares owned by such
Holder immediately before the exchange. If an exchange of Shares for cash fails
to satisfy the "substantially disproportionate" test, the Holder may nonetheless
satisfy the "not essentially equivalent to a dividend" test. A Holder who wishes
to satisfy (or avoid) the "not essentially equivalent to a dividend" test is
urged to consult such Holder's tax advisor because this test will be met only if
the reduction in such Holder's proportionate interest in the Company constitutes
a "meaningful reduction" given such Holder's particular facts and circumstances.
The IRS has indicated in published rulings that any reduction in the percentage
interest of a stockholder whose relative stock interest in a publicly held
corporation is minimal (an interest of less than 1% should satisfy this
requirement) and who exercises no control over corporate affairs should
constitute such a "meaningful reduction." If a Holder sells Shares to persons
other than the Company at or about the time such Holder also sells shares to the
Company pursuant to the Offer, and the various sales effected by the Holder are
part of an overall plan to reduce or terminate such Holder's proportionate
interest in the Company, then the sales to persons other than the Company may,
for federal income tax purposes, be integrated with the Holder's sale of Shares
pursuant to the Offer and, if integrated, may be taken into account in
determining whether the Holder satisfies any of the three tests described above.
A Holder should consult his or her tax advisor regarding the treatment of other
exchanges of Shares for cash which may be integrated with such Holder's sale of
Shares to the Company pursuant to the Offer.
If a Holder is treated as recognizing gain or loss from the disposition of
Shares for cash, such gain or loss will be equal to the difference between the
amount of cash received and such Holder's tax basis in the Shares exchanged
therefor. Any such gain or loss will be capital gain or loss and will be
long-term capital gain or loss if the holding period of the Shares exceeds one
year as of the date of the exchange. Gain or loss must be determined separately
for each block of Shares (that is, Shares acquired at the same cost in a single
transaction) that is exchanged for cash. A Holder may be able to designate
(generally through such Holder's broker) which blocks of Shares are tendered
pursuant to the Offer if less than all of such Holder's Shares are tendered, and
the order in which different blocks would be exchanged for cash, in the event of
proration pursuant to the Offer. Each Holder should consult such Holder's tax
advisor concerning the mechanics and desirability of such a designation.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss from the disposition of Shares exchanged for cash, the entire amount of
cash received by such Holder in such exchange will be treated as a dividend to
the extent of the Company's current and accumulated earnings and profits (which
26
<PAGE>
the Company believes it has). Such a dividend will be includible in the Holder's
gross income as ordinary income in its entirety, without reduction for the tax
basis of the Shares exchanged, and no loss will be recognized. The Holder's tax
basis in the Shares exchanged, however, will be added to such Holder's tax basis
in the remaining Shares that such Holder owns. To the extent that cash received
in exchange for Shares is treated as a dividend to a corporate Holder, (i) it
will be eligible for a dividends-received deduction equal to 70% of the dividend
(subject to applicable limitations for Shares held for 45 days or less and
Shares with respect to which such Holder has incurred indebtedness) and (ii) it
will be subject to the "extraordinary dividend" provisions of the Code. A
corporate Holder should consult its tax advisor concerning the availability of
the dividends-received deduction and the application of the "extraordinary
dividend" provisions of the Code.
The Company cannot predict whether or the extent to which the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to
the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a Holder can be given no assurance that a sufficient number of such
Holder's Shares will be purchased pursuant to the Offer to ensure that such
purchase will be treated as a sale or exchange, rather than as a dividend, for
federal income tax purposes pursuant to the rules discussed above. However, see
Section 6 regarding a Holder's right to tender Shares subject to the condition
that a specified minimum number of such Shares must be purchased (if any are
purchased).
CONSEQUENCES TO STOCKHOLDERS WHO DO NOT TENDER PURSUANT TO THE
OFFER. Stockholders who do not accept the Company's Offer to tender their
Shares will not incur any tax liability as a result of the consummation of the
Offer.
See Section 3 with respect to the application of federal income tax
withholding to payments made to foreign stockholders and backup withholding.
POSSIBLE TAX LEGISLATION. On February 6, 1997, the Clinton Administration
proposed various amendments to the Code that, if enacted, could affect the
Company or prospective investors. Of possible relevance to the discussions of
federal tax consequences above are the following proposed changes:
- Under current law a corporate shareholder owning less than 20 percent (by
vote and value) of the stock of a dividend-paying corporation is eligible
to claim a dividends-received deduction in the amount of 70%. Under a
proposed change, this percentage would be decreased from 70% to 50%,
effective for dividends paid or accrued more than 30 days after the date
of enactment.
- Under current law a taxpayer who sells or exchanges stock is allowed to
identify the stock disposed of for purposes of determining gain or loss on
the disposition. If the taxpayer does not make adequate identification, he
or she generally is deemed to have disposed of the securities first
acquired. Under a proposed change, in the case of substantially identical
securities, the basis of securities would be required to be determined
using an averaging method. If a taxpayer disposed of less than all of such
securities, the taxpayer would be treated as having disposed of the
securities first acquired. This proposal would be effective for
determinations made commencing 30 days after the date of enactment.
Changes have also been proposed from time to time that would reduce the maximum
rate of tax applicable to capital gains of an individual below the current
maximum of 28%. These possible changes include some proposals that would take
effect retroactively to a date preceding the Expiration Date even though they
may be enacted after the Expiration Date.
It cannot be predicted whether any of the proposed legislative changes
discussed in the preceding paragraph or others will be enacted, or what their
effective dates will be. Holders are urged to consult their tax advisors to
assess the possible impact on them of these and other possible changes, based on
their individual circumstances.
27
<PAGE>
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
EACH STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER, INCLUDING THE
APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
15. EXTENSION OF OFFER; TERMINATION; AMENDMENT.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 7 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of the
conditions specified in Section 7 hereof by giving oral or written notice of
such termination or postponement to the Depositary and making a public
announcement thereof. The Company's reservation of the right to delay payment
for Shares which it has accepted for payment is limited by rules promulgated
under the Exchange Act, which require that the Company must pay the
consideration offered or return the Shares tendered promptly after termination
or withdrawal of a tender offer. Subject to compliance with applicable law, the
Company further reserves the right, in its sole discretion, and regardless of
whether any of the events set forth in Section 7 shall have occurred or shall be
deemed by the Company to have occurred, to amend the Offer in any respect
(including, without limitation, by decreasing or increasing the consideration
offered in the Offer to holders of Shares or by decreasing or increasing the
number of Shares being sought in the Offer). Amendments to the Offer may be made
at any time and from time to time effected by public announcement thereof, such
announcement, in the case of an extension, to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the last previously scheduled
or announced Expiration Date. Any public announcement made pursuant to the Offer
will be disseminated promptly to stockholders in a manner reasonably designed to
inform stockholders of such change. Without limiting the manner in which the
Company may choose to make a public announcement, except as required by
applicable law, the Company shall have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by making a
release to the Dow Jones News Service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by rules promulgated under
the Exchange Act. These rules require that the minimum period during which an
offer must remain open following material changes in the terms of the offer or
information concerning the offer (other than a change in price or a change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information. If (i) the
Company increases or decreases the price range provided in this Offer, the
number of Shares being sought in the Offer or the Dealer Manager's fees and, in
the event of an increase in the number of Shares being sought, such increase
exceeds 2% of the outstanding Shares, and (ii) the Offer is scheduled to expire
at any time earlier than the expiration of a period ending on the tenth business
day from, and including, the date that such notice of an increase or decrease is
first published, sent or given in the manner specified in this Section 15, then
in each case the Offer will be extended until the expiration of such period of
ten business days.
16. FEES AND EXPENSES.
The Company has retained Merrill Lynch to act as its financial advisor, as
well as the Dealer Manager, in connection with the Offer. Merrill Lynch will
receive a fee for its services of $.04 for each Share
28
<PAGE>
purchased by the Company pursuant to the Offer. The Company also has agreed to
reimburse Merrill Lynch for certain out-of-pocket expenses incurred in
connection with the Offer, and to indemnify Merrill Lynch against certain
liabilities in connection with the Offer, including liabilities under the
federal securities laws. Merrill Lynch has been retained by the Company to
render, and in the past has rendered, various investment banking and other
advisory services to the Company, for which it has received and will continue to
receive compensation, and may render similar services to the Company in the
future.
The Company has retained Morrow & Co., Inc. to act as Information Agent and
Harris Trust and Savings Bank to act as Depositary in connection with the Offer.
The Information Agent may contact holders of Shares by mail, telephone,
telegraph and personal interviews and may request brokers, dealers and other
nominee stockholders to forward materials relating to the Offer to beneficial
owners. The Information Agent and the Depositary will each receive reasonable
and customary compensation for their respective services, will be reimbursed by
the Company for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities in connection with the Offer, including
certain liabilities under the federal securities laws.
No fees or commissions will be payable to brokers, dealers or other persons
(other than fees to the Dealer Manager, the Information Agent and the Depositary
as described above) for soliciting tenders of Shares pursuant to the Offer. The
Company, however, upon request, will reimburse brokers, dealers and commercial
banks for customary mailing and handling expenses incurred by such persons in
forwarding the Offer and related materials to the beneficial owners of Shares
held by any such person as a nominee or in a fiduciary capacity. No broker,
dealer, commercial bank or trust company has been authorized to act as the agent
of the Company, the Dealer Manager, the Information Agent or the Depositary for
purposes of the Offer. The Company will pay or cause to be paid all stock
transfer taxes, if any, on its purchase of Shares except as otherwise provided
in Instruction 7 in the Letter of Transmittal.
17. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer is being made on the Company's behalf by the Dealer
Manager or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission an Issuer Tender Offer
Statement on Schedule 13E-4 which contains additional information with respect
to the Offer. Such Schedule 13E-4, including the exhibits and any amendments
thereto, may be examined, and copies may be obtained, at the same places and in
the same manner as is set forth in Section 10 with respect to information
concerning the Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGER IN CONNECTION WITH
THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DEALER
MANAGER.
WMX Technologies, Inc.
April 1, 1997
29
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted from Eligible
Institutions. The Letter of Transmittal and certificates for Shares and any
other required documents should be sent or delivered by each stockholder or his
or her broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below.
THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST AND SAVINGS BANK
<TABLE>
<S> <C> <C>
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
Wall Street Station 77 Water Street, 4th Floor Receive Window
P.O. Box 1010 New York, NY 10005 77 Water Street, 5th Floor
New York, NY 10268-1010 BY FACSIMILE TRANSMISSION New York, NY
(FOR ELIGIBLE INSTITUTIONS
ONLY):
Fax: (212) 701-7636
(212) 701-7637
CONFIRM BY TELEPHONE:
(212) 701-7649
</TABLE>
Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent or the Dealer Manager at the telephone
numbers and location listed below. Stockholders may also contact their local
broker, dealer, commercial bank, trust company or nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
909 Third Avenue, 20th Floor
New York, New York 10022
Call Toll Free: (800) 566-9061
Banks and Brokerage Firms,
Please Call: (800) 662-5200
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8209 (Call Collect)
April 1, 1997
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
WMX TECHNOLOGIES, INC.
PURSUANT TO THE OFFER TO PURCHASE DATED APRIL 1, 1997
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS EXTENDED.
TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY
C/O HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY OVERNIGHT COURIER:
77 Water Street, 4th Floor
New York, NY 10005
BY MAIL: BY FACSIMILE TRANSMISSION BY HAND:
Wall Street Station (FOR ELIGIBLE INSTITUTIONS ONLY): Receive Window
P.O. Box 1010 Fax: (212) 701-7636 77 Water Street, 5th Floor
New York, NY 10268-1010 (212) 701-7637 New York, NY
CONFIRM BY TELEPHONE:
(212) 701-7649
</TABLE>
--------------------------
Delivery of this instrument and all other documents to an address or
transmission of instructions to a facsimile number other than as set forth above
does not constitute a valid delivery.
PLEASE READ THE ENTIRE LETTER OR TRANSMITTAL, INCLUDING THE
ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
This Letter of Transmittal is to be used only if (a) certificates for Shares
(as defined below) are to be forwarded herewith or (b) a tender of Shares is
being made concurrently by book-entry transfer to the account maintained by
Harris Trust and Savings Bank (the "Depositary") at The Depository Trust Company
or Philadelphia Depository Trust Company (hereinafter, collectively referred to
as the "Book-Entry Transfer Facilities") pursuant to Section 3 of the Offer to
Purchase. See Instruction 2.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- ------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE USE PRE-ADDRESSED LABEL OR FILL IN TENDERED CERTIFICATES
EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY)
- ------------------------------------------------------------------------------------------------------------------------
NUMBER OF
CERTIFICATE NUMBER OF SHARES
NUMBER(S)* SHARES TENDERED**
----------------------------------------------------------
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Total Shares
Tendered
- ------------------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in event of proration.
(Attach signed additional list if necessary.) ***See Instruction 10.
1st: 2nd: 3rd: 4th: 5th:
- ------------------------------------------------------------------------------------------------------------------------
* DOES NOT need to be completed if Shares are tendered by book entry transfer.
** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this
column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed
to have been tendered. See Instruction 4.
*** In the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by
the Depositary (unless you otherwise designate).
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Stockholders who desire to tender Shares pursuant to the Offer (as defined
below) and who cannot deliver their certificates for their Shares (or who are
unable to comply with the procedures for book-entry transfer on a timely basis)
and all other documents required by this Letter of Transmittal to the Depositary
at or before the Expiration Date (as defined in the Offer to Purchase) may
tender their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. Delivery of documents to
one of the Book-Entry Transfer Facilities does not constitute delivery to the
Depositary.
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE
DEPOSITARY WITH ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Applicable Book-Entry Transfer Facility:
/ / The Depository Trust Company / / Philadelphia Depository Trust Company
Account Number
Transaction Code Number
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
Check Box of Applicable Book-Entry Transfer Facility and Give Account Number if Delivered by Book-Entry
Transfer.
/ / The Depository Trust Company / / Philadelphia Depository Trust Company
Account Number
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
CONDITIONAL TENDER
(SEE INSTRUCTION 9)
/ / Check here if tender of Shares is conditional on the Company purchasing all or a minimum number of the
tendered Shares and complete the following:
Minimum number of Shares to be sold:
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
ODD LOTS
(SEE INSTRUCTION 8)
To be completed ONLY if the Shares are being tendered by or on behalf of a person owning beneficially or of
record an aggregate of fewer than 100 Shares. The undersigned either (check one box):
/ / is the beneficial or record owner of an aggregate of fewer than 100 Shares, all of which are being tendered;
or
/ / is a broker dealer, commercial bank, trust company, or other nominee that (a) is tendering for the
beneficial owner(s) thereof, Shares with respect to which it is the record holder and (b) believes, based
upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner
of an aggregate of fewer than 100 Shares and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
/ / at the Purchase Price (defined below), as the same shall be determined by the Company in accordance with the
terms of the Offer (persons checking this box need not indicate the price per Share below); or
/ / at the price per Share indicated below under "Price (in Dollars) Per Share At Which Shares Are Being
Tendered."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
TO HARRIS TRUST AND SAVINGS BANK:
The undersigned hereby tenders to WMX Technologies, Inc., a Delaware
corporation (the "Company"), the above described shares of the Company's common
stock, $1.00 par value per share (the "Shares"), at the price per Share
indicated in this Letter of Transmittal, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Company's Offer to
Purchase, dated April 1, 1997 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer").
Subject to and effective upon acceptance for payment of the Shares tendered
hereby in accordance with the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to all the Shares that are being tendered hereby and orders the registration
of all such Shares if tendered by book-entry transfer and hereby irrevocably
constitutes and appoints the Depositary as the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Depositary
also acts as the agent of the Company) with respect to such Shares with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
(a) deliver certificate(s) for such Shares or transfer ownership of such
Shares on the account books maintained by any of the Book-Entry Transfer
Facilities, together in either such case with all accompanying evidences of
transfer and authenticity, to, or upon the order of, the Company upon
receipt by the Depositary, as the undersigned's agent, of the aggregate
Purchase Price (as defined below) with respect to such Shares;
(b) present certificates for such Shares for cancellation and transfer
on the Company's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, subject to the next paragraph, all in accordance
with the terms of the Offer.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned understands that tenders of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Offer, including the undersigned's
representation and warranty that:
(i) the undersigned has a net long position in Shares or equivalent
securities at least equal to the Shares tendered within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and
(ii) such tender of Shares complies with Rule 14e-4;
(b) then and to the extent the Company accepts such Shares for purchase,
the Company will acquire good, marketable and unencumbered title to them,
free and clear of all security interests, liens, charges, encumbrances,
conditional sales agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to
complete the assignment, transfer and purchase of the Shares tendered
hereby; and
(d) the undersigned has read and agrees to all of the terms of the
Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy, and legal representatives of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed
above, if they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate numbers, the
number of Shares represented by such certificates and the number of Shares that
the undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which such Shares are being tendered should be indicated
below by checking ONE of the boxes listed under the item "Price (In Dollars) Per
Share At Which Shares Are Being Tendered."
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single per Share price (not
in excess of $35.00 nor less than $30.00 per Share) net to the seller in cash
(the "Purchase Price") that it will pay for Shares properly tendered and not
withdrawn prior to the Expiration Date pursuant to the Offer, taking into
account the number of Shares so tendered and the prices (in multiples of $.25)
specified by tendering stockholders. The undersigned understands that the
Company will select the lowest Purchase Price that will allow it to buy
30,000,000 shares (or such lesser number of Shares as are properly tendered at
prices not in excess of $35.00 nor less than $30.00 per share) pursuant to the
Offer. The undersigned understands that all Shares properly tendered at prices
at or below the Purchase Price and not withdrawn prior to the Expiration Date
will be purchased at the Purchase Price, upon the terms and subject to the
conditions of the Offer, including its proration and conditional tender
provisions, and that the Company will return all other Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and not withdrawn prior to the Expiration Date and Shares not
purchased because of proration or conditional tender.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may accept for
3
<PAGE>
payment fewer than all of the Shares tendered hereby. In any such event, the
undersigned understands that certificate(s) for any Shares delivered herewith
but not tendered or not purchased will be returned to the undersigned at the
address indicated above, unless otherwise indicated under the "Special Payment
Instructions" or "Special Delivery Instructions" below. The undersigned
recognizes that the Company has no obligation, pursuant to the Special Payment
Instructions, to transfer any certificate for Shares from the name of its
registered holder, or to order the registration or transfer of Shares tendered
by book-entry transfer, if the Company purchases none of the Shares represented
by such certificate or tendered by such book-entry transfer.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The check for the aggregate Purchase Price for such of the Shares tendered
hereby as are purchased will be issued to the order of the undersigned and
mailed to the address indicated above, unless otherwise indicated under the
Special Payment Instructions or the Special Delivery Instructions below.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
- -------------------------------------------------------------------------------------------------------------
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(Stockholders who desire to tender Shares at more than one price must complete a separate Letter of
Transmittal for each price at which Shares are tendered.)
- -------------------------------------------------------------------------------------------------------------
/ /$30.00 / /$30.75 / /$31.50 / /$32.25 / /$33.00 / /$33.75 / /$34.50
/ /$30.25 / /$31.00 / /$31.75 / /$32.50 / /$33.25 / /$34.00 / /$34.75
/ /$30.50 / /$31.25 / /$32.00 / /$32.75 / /$33.50 / /$34.25 / /$35.00
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
- ---------------------------------------------------- ----------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 11) (SEE INSTRUCTIONS 1, 4, 6, 7 AND 11)
To be completed ONLY if certificates for Shares not tendered To be completed ONLY if certificates for Shares not tendered
or not purchased and/or any check for the aggregate Purchase or not purchased and/or any check for the Purchase Price of
Price of Shares purchased are to be issued in the name of and Shares purchased, issued in the name of the undersigned, are
sent to someone other than the undersigned. to be mailed to someone other than the undersigned or to the
Issue: undersigned at an address other than that shown above.
/ / Check to: Mail:
/ / Certificates to: Check to:
Name(s)___________________________________________________ Certificates to:
(Please Print) Name(s)___________________________________________________
Address___________________________________________________ (Please Print)
Address___________________________________________________
(Zip Code)
(Zip Code)
__________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
- ---------------------------------------------------------- ----------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN SHARES
(SEE INSTRUCTION 16)
This section is to be completed ONLY if Shares held in the Dividend Reinvestment Plan are to be tendered.
/ / By checking this box, the undersigned represents that the undersigned is a participant in the Dividend Reinvestment Plan
and hereby instructs the Depositary to tender on behalf of the undersigned the following number of Shares credited to the
Dividend Reinvestment Plan account of the undersigned at the Purchase Price per Share indicated above under the item "Price
(In Dollars) Per Share At Which Shares Are Being Tendered:"
Shares (1)
..............................................................................................................................
(1) The undersigned understands and agrees that all Shares held in the Dividend Reinvestment Plan account(s) of the undersigned
will be tendered if the above box is checked and the space above is left blank.
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL STOCKHOLDERS)
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE IRS FORM W-9)
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position listing
or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or
another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.)
Signature(s) of Owner(s):
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Dated:_____________________ ,1997
Name(s):_____________________________________________________________________________________________________
(Please Print)
Capacity (full title):_______________________________________________________________________________________
Address:_____________________________________________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s):________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm:________________________________________________________________________________________________
Authorized Signature:________________________________________________________________________________________
Name:________________________________________________________________________________________________________
(Please Print)
Title:_______________________________________________________________________________________________________
Address:_____________________________________________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s):________________________________________________________________________
Dated:__________________ , 1997
</TABLE>
5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Shares (which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of such Shares) exactly as the name
of the registered holder appears on the certificate tendered with this
Letter of Transmittal and payment and delivery are to be made directly to
such owner unless such owner has completed either the box entitled "Special
Payment Instructions" or "Special Delivery Instructions" above; or
(b) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust
company (not a savings bank or savings and loan association) having an
office, branch or agency in the United States (each such entity, an
"Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures on
this Letter of Transmittal. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used only if certificates for
Shares are delivered with it to the Depositary (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender for Shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Certificates for all physically tendered Shares or confirmation of
a book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility of Shares tendered electronically, together in each case with a
properly completed and duly executed Letter of Transmittal or duly executed and
manually signed facsimile of it, and any other documents required by this Letter
of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth herein and must be delivered to the Depositary on
or before the Expiration Date (as defined in the Offer to Purchase). DELIVERY OF
DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
Stockholders whose certificates are not immediately available or who cannot
deliver certificates for their Shares and all other required documents to the
Depositary before the Expiration Date, or whose Shares cannot be delivered on a
timely basis pursuant to the procedures for book-entry transfer, must, in any
such case, tender their Shares by or through any Eligible Institution by
properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile of it) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure, certificates for all physically tendered Shares or book-entry
confirmations, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile of it) and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three New York Stock Exchange trading days after receipt by the
Depositary of such Notice of Guaranteed Delivery, all as provided in Section 3
of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth in such
Notice. For Shares to be validly tendered pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF TITLE OF THE TENDERING STOCKHOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional Shares, except as expressly
provided in the Offer to Purchase. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided under the item "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares should be listed on a separate signed schedule and attached to this
Letter of Transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to stockholders
who tender by book-entry transfer.) If fewer than all of the Shares evidenced by
any certificate are to be tendered, fill in the number of Shares that are to be
tendered in the column entitled "Number of Shares Tendered," under the item
"Description of Shares Tendered." In such case, if any tendered Shares are
purchased, a new certificate for the remainder of the Shares (including any
Shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s), unless otherwise specified above under either
"Special Payment Instructions" or "Special Delivery Instructions," as soon as
practicable after the Expiration Date. Unless otherwise indicated, all Shares
represented by the certificate(s) listed and delivered to the Depositary will be
deemed to have been tendered.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. For Shares to
be properly tendered, the stockholder MUST check the box indicating the price
per Share at which he or she is tendering Shares under the item "Price (In
Dollars) Per Share at Which Shares Are Being Tendered." ONLY ONE BOX MAY BE
CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO
PROPER TENDER OF SHARES. A stockholder wishing to tender portions of his or her
Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which he or she wishes to tender each such portion
of his or her Shares. The same Shares cannot be tendered (unless previously
properly withdrawn as provided in Section 4 of the Offer to Purchase) at more
than one price.
6
<PAGE>
6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Shares tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) without any change
whatsoever.
(b) If the Shares are registered in the names of two or more joint
holders, each such holder must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles of it) as there are different
registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsement(s) of
certificate(s) representing such Shares or separate stock power(s) are
required unless payment is to be made or the certificate(s) for Shares not
tendered or not purchased are to be issued to a person other than the
registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED
BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a
person other than the registered holder(s) of the certificate(s) listed, or
if payment is to be made or the certificate(s) for Shares not tendered or
not purchased are to be issued to a person other than the registered
holder(s), the certificate(s) must be endorsed or accompanied by appropriate
stock power(s), in either case signed exactly as the name(s) of the
registered holder(s) appears on the certificate(s), and the signature(s) on
such certificate(s) or stock power(s) must be guaranteed by an Eligible
Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing and
must submit proper evidence satisfactory to the Company of their authority
so to act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal. The Company will pay or cause to be paid any stock
transfer taxes payable on the transfer to it of Shares purchased pursuant to the
Offer. If, however:
(a) payment of the aggregate Purchase Price for Shares tendered hereby
and accepted for purchase is to be made to any person other than the
registered holder(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name(s) of any person(s) other than the registered
holder(s); or
(c) tendered certificates are registered in the name(s) of any person(s)
other than the person(s) signing this Letter of Transmittal;
then the Depositary will deduct from such aggregate Purchase Price the amount of
any stock transfer taxes (whether imposed on the registered holder, such other
person or otherwise) payable on account of the transfer to such person, unless
satisfactory evidence of the payment of such taxes or any exemption from them is
submitted.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if the
Company is to purchase fewer than all Shares tendered before the Expiration Date
and not withdrawn, the Shares purchased first will consist of all Shares
tendered by any stockholder who owns of record or owns beneficially an aggregate
of fewer than 100 Shares, and who tenders all of his or her Shares at or below
the Purchase Price (an "Odd Lot Holder"). This preference will not be available
unless the box captioned "Odd Lots" is completed.
9. CONDITIONAL TENDERS. As described in Sections 1 and 6 of the Offer to
Purchase, stockholders may condition their tenders on all or a minimum number of
their tendered Shares being purchased ("Conditional Tenders"). If the Company is
to purchase less than all Shares tendered before the Expiration Date and not
withdrawn, the Depositary will perform a preliminary proration, and any Shares
tendered at or below the Purchase Price pursuant to a Conditional Tender for
which the condition was not satisfied shall be deemed withdrawn, subject to
reinstatement if such Conditionally Tendered Shares are subsequently selected by
random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase.
Conditional tenders will be selected by lot only from stockholders who tender
all of their Shares. All tendered Shares shall be deemed unconditionally
tendered unless the item "Conditional Tender" is completed. The Conditional
Tender alternative is made available so that a stockholder may seek to structure
the purchase of Shares from the stockholder pursuant to the Offer in such a
manner that it will be treated as a sale of such Shares by the stockholder,
rather than the payment of a dividend to the stockholder, for federal income tax
purposes. Odd Lot Shares, which will not be subject to proration, cannot be
conditionally tendered. It is the tendering stockholder's responsibility to
calculate the minimum number of Shares that must be purchased from the
stockholder in order for the stockholder to qualify for sale (rather than
dividend) treatment, and each stockholder is urged to consult his or her own tax
advisor.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL
TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED
AND WILL THEREBY BE DEEMED WITHDRAWN.
10. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax treatment of the Purchase Price for the
Shares purchased. See Sections 1 and 14 of the Offer to Purchase.
11. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for Shares
not tendered or not purchased and/or check(s) are to be issued in the name of a
person other than the signer of the Letter of Transmittal or if such
certificates and/or checks are to be
7
<PAGE>
sent to someone other than the person signing the Letter of Transmittal or to
the signer at a different address, the above items "Special Payment
Instructions" and/or "Special Delivery Instructions" should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
12. IRREGULARITIES. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company in its sole discretion, which determinations
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders of Shares it determines not to be in proper
form or the acceptance of which or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares, and the Company's interpretation of the terms
of the Offer (including these instructions) will be final and binding on all
parties. No tender of Shares will be deemed to be properly made until all
defects and irregularities have been cured or waived. Unless waived, any defects
or irregularities in connection with tenders must be cured within such time as
the Company shall determine. None of the Company, the Dealer Manager (as defined
in the Offer to Purchase), the Depositary, the Information Agent (as defined in
the Offer to Purchase) or any other person is or will be obligated to give
notice of any defects or irregularities in tenders and none of them will incur
any liability for failure to give any such notice.
13. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the
Offer to Purchase, the Notice of Guaranteed Delivery and this Letter of
Transmittal may be obtained from, the Information Agent or the Dealer Manager at
their addresses and telephone numbers set forth at the end of this Letter of
Transmittal or from your broker, dealer, commercial bank or trust company.
14. IRS FORM W-9 AND IRS FORM W-8. Under the federal income tax backup
withholding rules, unless an exemption applies under the applicable law and
regulations, 31% of the gross proceeds payable to a stockholder or other payee
pursuant to the Offer must be withheld and remitted to the United States
Treasury, unless the stockholder or other payee provides his or her taxpayer
identification number (employer identification number or social security number)
to the Depositary and certifies that such number is correct. Therefore, each
tendering stockholder should complete and sign the Substitute IRS Form W-9
included as part of the Letter of Transmittal so as to provide the information
and certification necessary to avoid backup withholding, unless such stockholder
otherwise establishes to the satisfaction of the Depositary that it is not
subject to backup withholding. Certain stockholders (including, among others,
all corporations and certain foreign stockholders (in addition to foreign
corporations)) are not subject to these backup withholding and reporting
requirements. In order for a foreign stockholder to qualify as an exempt
recipient, that stockholder must submit an IRS Form W-8 or a Substitute IRS Form
W-8, signed under penalties of perjury, attesting to that stockholder's exempt
status. Such statements can be obtained from the Depositary.
15. WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold federal income taxes equal to 30% of the gross payments payable to
a foreign stockholder or his or her agent unless the Depositary determines that
an exemption from or a reduced rate of withholding is available pursuant to a
tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
in the United States. For this purpose, a foreign stockholder is a stockholder
that is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States, any State or any political subdivision thereof, (iii) any estate
the income of which is subject to United States federal income taxation
regardless of the source of such income or (iv) any trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States fiduciaries have the authority to
control all substantial decisions relating to the trust. In order to obtain a
reduced rate of withholding pursuant to a tax treaty, a foreign stockholder must
deliver to the Depositary a properly completed IRS Form 1001. In order to obtain
an exemption from withholding on the grounds that the gross proceeds paid
pursuant to the Offer are effectively connected with the conduct of a trade or
business within the United States, a foreign stockholder must deliver to the
Depositary a properly completed IRS Form 4224. The Depositary will determine a
stockholder's status as a foreign stockholder and eligibility for a reduced rate
of, or an exemption from, withholding by reference to outstanding certificates
or statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. A foreign
stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such stockholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" tests described
in Section 14 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Backup withholding generally will not
apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Foreign stockholders are urged to consult their tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and refund procedures.
16. DIVIDEND REINVESTMENT PLAN. If a stockholder desires to tender Shares
credited to the stockholder's account under the Dividend Reinvestment Plan, the
item "Dividend Reinvestment Plan Shares" should be completed. A participant in
the Dividend Reinvestment Plan may complete such box on only one Letter of
Transmittal submitted by such participant. If a participant submits more than
one Letter of Transmittal and completes such box on more than one Letter of
Transmittal, the participant will be deemed to have elected to tender all Shares
credited to the stockholder's account under the Dividend Reinvestment Plan at
the lowest price specified in such Letters of Transmittal.
If a stockholder tenders Shares held in the Dividend Reinvestment Plan, all
such Shares credited to such stockholder's account(s), including fractional
Shares, will be tendered, unless otherwise specified above under the item
captioned "Dividend
8
<PAGE>
Reinvestment Plan Shares." In the event that the item "Dividend Reinvestment
Plan Shares" is not completed, no Shares held in the tendering stockholder's
account will be tendered.
<TABLE>
<S> <C> <C>
PAYER'S NAME: HARRIS TRUST AND SAVINGS BANK
SUBSTITUTE PART 1: PLEASE PROVIDE YOUR TIN IN THE _________________________________
IRS FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING Social Security Number
PAYER'S REQUEST FOR TAXPAYER AND DATING BELOW OR_______________________________
IDENTIFICATION NUMBER (TIN) Employer Identification Number
PART 2: For Payees exempt from backup withholding, see the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute IRS Form W-9
and complete as instructed therein.
PART 3: Awaiting TIN / /
CERTIFICATION--Under the penalties of perjury, I certify that (1) the number
shown on this form is my correct taxpayer identification number (or I am
waiting for a number to be issued to me) and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate IRS center or Social Security Administration office or (b) I
intend to mail or deliver an application in the near future) and (2) I am not
subject to backup withholding because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the IRS that I am subject to
backup withholding as a result of a failure to report all interest or
dividends; or (c) the IRS has notified me that I am no longer subject to
backup withholding. Certification instructions -- You must cross out Item (2)
above if you have been notified by the IRS that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax
return.
SIGNATURE______________________________________________________________________
DATE___________________________________________________________________________
NAME___________________________________________________________________________
(Please Print)
ADDRESS________________________________________________________________________
(Include Zip Code)
</TABLE>
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 FOR ADDITIONAL DETAILS.
IMPORTANT: This Letter of Transmittal or a facsimile hereof (together with
certificates for the Shares being tendered and all other required documents), or
a Notice of Guaranteed Delivery must be received prior to 12:00 Midnight, New
York City time, on the Expiration Date. STOCKHOLDERS ARE ENCOURAGED TO COMPLETE
THE SUBSTITUTE IRS FORM W-9 AS PART OF THEIR LETTER OF TRANSMITTAL.
9
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
909 Third Avenue, 20th Floor
New York, New York 10022
Call Toll Free: (800) 566-9061
Banks and Brokerage Firms,
Please Call: (800) 662-5200
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8209 (Call Collect)
<PAGE>
WMX TECHNOLOGIES, INC.
NOTICE OF GUARANTEED DELIVERY OF SHARES OF COMMON STOCK
This form or a facsimile hereof must be used to accept the Offer (as defined
below) if:
(a) certificates for shares of common stock, $1.00 par value per share
(the "Shares"), of WMX Technologies, Inc., a Delaware corporation (the
"Company"), cannot be delivered to the Depositary prior to the Expiration
Date (as defined in Section 1 of the Company's Offer to Purchase dated April
1, 1997 (the "Offer to Purchase")); or
(b) the procedure for book-entry transfer (set forth in Section 3 of the
Offer to Purchase) cannot be completed on a timely basis; or
(c) the Letter of Transmittal (or a facsimile thereof) and all other
required documents cannot be delivered to the Depositary prior to the
Expiration Date.
This form, properly completed and duly executed, may be delivered by hand,
mail or facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.
TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY
C/O HARRIS TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY OVERNIGHT COURIER:
77 Water Street, 4th Floor
New York, NY 10005
BY MAIL: BY FACSIMILE TRANSMISSION BY HAND:
(FOR ELIGIBLE INSTITUTIONS
Wall Street Station ONLY): Receive Window
P.O. Box 1010 77 Water Street, 5th
New York, NY 10268-1010 Fax: (212) 701-7636 Floor
(212) 701-7637 New York, NY
CONFIRM BY TELEPHONE:
(212) 701-7649
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
1
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to the Company at the price per Share
indicated in this Notice of Guaranteed Delivery, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal (which together constitute the "Offer"), receipt of both of which is
hereby acknowledged, _________ Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.
CONDITIONAL TENDER
(SEE INSTRUCTION 9)
/ / check here if tender of Shares is conditional on the Company purchasing
all or a minimum number of the tendered Shares and complete the
following:
Minimum number of Shares to be sold: _________________
ODD LOTS
To be completed ONLY if the Shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
/ / is the beneficial or record owner of an aggregate of fewer than 100
Shares, all of which are being tendered; or
/ / is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) thereof, Shares with
respect to which it is the record holder, and (b) believes, based upon
representations made to it by such beneficial owner(s), that each such
person is the beneficial owner of an aggregate of fewer than 100 Shares
and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
/ / at the Purchase Price, as the same shall be determined by the Company in
accordance with the terms of the Offer (persons checking this box need
not indicate the price per Share below); or
/ / at the price per Share indicated below under "Price (In Dollars) Per
Share At Which Shares Are Being Tendered."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
2
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(Stockholders who desire to tender Shares at more than one price must complete a separate
Letter of Transmittal for each price at which Shares are tendered.)
/ /$30.00 / /$30.75 / /$31.50 / /$32.25 / /$33.00 / /$33.75 / /$34.50
/ /$30.25 / /$31.00 / /$31.75 / /$32.50 / /$33.25 / /$34.00 / /$34.75
/ /$30.50 / /$31.25 / /$32.00 / /$32.75 / /$33.50 / /$34.25 / /$35.00
</TABLE>
<TABLE>
<S> <C>
(PLEASE TYPE OR PRINT) SIGN HERE
CERTIFICATE NOS. (IF AVAILABLE)
_____________________________________ ____________________________________________
Signature(s)
_____________________________________ Dated:______________________________________
Name(s)
_____________________________________
Address(es) If Shares will be tendered by book-entry
transfer check one box:
_____________________________________ / / The Depository Trust Company
_____________________________________ / / Philadelphia Depository Trust Company
_____________________________________ Account
Area Code(s) and Telephone Number(s) Number:_____________________________________
</TABLE>
3
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned is a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office, branch, or agency in the
United States and represents that: (a) the above-named person(s) "own(s)" the
Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, and (b) such tender of Shares
complies with such Rule 14e-4, and guarantees that the Depositary will receive
(i) certificates representing the Shares tendered hereby in proper form for
transfer, or (ii) confirmation that the Shares tendered hereby have been
delivered pursuant to the procedure for book-entry transfer (set forth in
Section 3 of the Offer to Purchase) into the Depositary's account at The
Depository Trust Company or Philadelphia Depository Trust Company, as the case
may be, together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by the
Letter of Transmittal, all within three New York Stock Exchange trading days
after the date the Depositary receives this Notice of Guaranteed Delivery.
<TABLE>
<S> <C>
Authorized Signature:___________________ Address:____________________________________
Name:___________________________________ ____________________________________________
(Please Print)
________________________________________ ____________________________________________
(Including Zip Code)
________________________________________
Area Code and Telephone Number:_____________
Title:__________________________________ ____________________________________________
Name of Firm:___________________________ Date: ________________________________, 1997
</TABLE>
DO NOT SEND CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE
SENT WITH THE LETTER OF TRANSMITTAL.
4
<PAGE>
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281-1314
WMX TECHNOLOGIES, INC.
OFFER TO PURCHASE FOR CASH UP TO
30,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF $35.00
NOR LESS THAN $30.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
WMX Technologies, Inc., a Delaware corporation (the "Company"), has
appointed us to act as Dealer Manager in connection with its offer to purchase
for cash 30,000,000 shares (or such lesser number of shares as are properly
tendered) of its Common Stock, $1.00 par value per share (the "Shares"), at
prices not in excess of $35.00 nor less than $30.00 per Share, specified by its
stockholders, upon the terms and subject to the conditions set forth in its
Offer to Purchase, dated April 1, 1997, and in the related Letter of Transmittal
(which together constitute the "Offer").
The Company will determine the single per Share price, not in excess of
$35.00 nor less than $30.00 per Share, net to the seller in cash (the "Purchase
Price"), that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 30,000,000 Shares (or such lesser number of Shares as are
properly tendered and not withdrawn). All Shares acquired in the Offer will be
acquired at the Purchase Price. All Shares properly tendered at prices at or
below the Purchase Price and not withdrawn will be purchased at the Purchase
Price, upon the terms and subject to the conditions of the Offer, including the
proration and conditional tender provisions. Shares tendered at prices in excess
of the Purchase Price and Shares not purchased because of proration will be
returned. The Company reserves the right, in its sole discretion, to purchase
more than 30,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the
Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase), more
than 30,000,000 Shares (or such greater number of Shares as the Company may
elect to purchase) are properly tendered and not withdrawn, the Company will,
upon the terms and subject to the conditions of the Offer, accept Shares for
purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from all other stockholders whose Shares are properly tendered at or
below the Purchase Price and not withdrawn. If any stockholder tenders Shares
and does not wish to have such Shares purchased subject to proration, such
stockholder may tender Shares subject to the condition that a specified minimum
number of Shares (which may be represented by designated stock certificates) be
purchased. See Sections 1, 3 and 6 of the Offer to Purchase.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7 OF THE
OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated April 1, 1997;
2. Letter to Clients which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
1
<PAGE>
3. Letter, dated April 1, 1997, from Dean L. Buntrock, Chairman of the
Board and Chief Executive Officer of the Company, to stockholders of the
Company;
4. Letter of Transmittal for your use and for the information of your
clients (including a Substitute IRS Form W-9); and
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date or if the procedure for book-entry
transfer cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any person for
soliciting tenders of Shares pursuant to the Offer other than fees paid to the
Dealer Manager, the Information Agent or the Depositary as described in the
Offer to Purchase. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to the beneficial owners of Shares held by you as a nominee
or in a fiduciary capacity. The Company will pay or cause to be paid any stock
transfer taxes applicable to its purchase of Shares, except as otherwise
provided in Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in Section 3, "Procedures for Tendering Shares," of the Offer
to Purchase, tenders may be made without the concurrent deposit of stock
certificates or concurrent compliance with the procedure for book-entry
transfer, if such tenders are made by or through a broker or dealer which is a
member firm of a registered national securities exchange, or a member of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office, branch or agency in the United States. Certificates
for Shares so tendered (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the "Book-Entry Transfer
Facilities" described in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal, must be received by the Depositary within
three New York Stock Exchange trading days after timely receipt by the
Depositary of a properly completed and duly executed Notice of Guaranteed
Delivery.
Any inquiries you may have with respect to the Offer should be addressed to
Merrill Lynch & Co. or to the Information Agent at their respective addresses
and telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
undersigned, telephone: (212) 449-8209 (call collect) or from the Information
Agent, Morrow & Co., Inc., telephone: (800) 662-5200 (for banks and brokerage
firms) and (800) 566-9061 (for all others).
Very truly yours,
MERRILL LYNCH & CO.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
2
<PAGE>
WMX TECHNOLOGIES, INC.
OFFER TO PURCHASE FOR CASH UP TO
30,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF $35.00
NOR LESS THAN $30.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS
EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated April 1,
1997, and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by WMX Technologies, Inc., a Delaware
corporation (the "Company"), to purchase 30,000,000 shares (or such lesser
number of shares as are properly tendered) of its Common Stock, $1.00 par value
per share (the "Shares"), at prices not in excess of $35.00 nor less than $30.00
per Share, specified by tendering stockholders, upon the terms and subject to
the conditions set forth in the Offer.
The Company will determine the single per Share price, not in excess of
$35.00 nor less than $30.00 per Share, net to the seller in cash (the "Purchase
Price"), that it will pay for Shares properly tendered pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering stockholders. The Company will select the lowest Purchase Price that
will allow it to buy 30,000,000 Shares (or such lesser number of Shares as are
properly tendered and not withdrawn). All Shares acquired in the Offer will be
acquired at the Purchase Price. All Shares properly tendered at prices at or
below the Purchase Price and not withdrawn will be purchased at the Purchase
Price, upon the terms and subject to the conditions of the Offer, including the
proration and conditional tender provisions. Shares tendered at prices in excess
of the Purchase Price and Shares not purchased because of proration will be
returned. The Company reserves the right, in its sole discretion, to purchase
more than 30,000,000 Shares pursuant to the Offer. See Sections 1 and 15 of the
Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to Purchase), more
than 30,000,000 Shares (or such greater number of Shares as the Company may
elect to purchase) are properly tendered and not withdrawn, the Company will,
upon the terms and subject to the conditions of the Offer, accept Shares for
purchase first from Odd Lot Holders (as defined in the Offer to Purchase) who
properly tender their Shares at or below the Purchase Price and then on a pro
rata basis from all other stockholders whose Shares are properly tendered at or
below the Purchase Price and not withdrawn. If any stockholder tenders Shares
and does not wish to have such Shares purchased subject to proration, such
stockholder may tender Shares subject to the condition that a specified minimum
number of Shares (which may be represented by designated stock certificates) be
purchased. See Sections 1, 3 and 6 of the Offer to Purchase.
We are the owner of record of Shares held for your account. As such, we are
the only ones who can tender your Shares, and then only pursuant to your
instructions. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL FOR YOUR INFORMATION
ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.
We call your attention to the following:
1. You may tender Shares at prices not in excess of $35.00 nor less
than $30.00 per Share as indicated in the attached Instruction Form, net to
you in cash.
2. You may condition your tender of Shares on the Company purchasing
all or a minimum number of your Shares.
1
<PAGE>
3. You may designate the priority in which your Shares shall be
purchased in the event of proration.
4. The Offer is not conditioned upon any minimum number of Shares being
tendered.
5. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on April 28, 1997, unless the Company
extends the Offer.
6. The Offer is for 30,000,000 Shares, constituting approximately 6.2%
of the Shares outstanding as of March 19, 1997.
7. Tendering stockholders will not be obligated to pay any brokerage
commissions, solicitation fees, or, subject to Instruction 7 of the Letter
of Transmittal, stock transfer taxes on the Company's purchase of Shares
pursuant to the Offer.
8. If you beneficially hold an aggregate of fewer than 100 Shares, and
you instruct us to tender on your behalf all such Shares at or below the
Purchase Price before the Expiration Date (as defined in the Offer to
Purchase) and complete the item captioned "Odd Lots" in the attached
Instruction Form, the Company, upon the terms and subject to the conditions
of the Offer, will accept all such Shares for purchase before proration, if
any, of the purchase of other Shares properly tendered at or below the
Purchase Price.
9. If you wish to tender portions of your Shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.
YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE COMPANY EXTENDS THE OFFER.
As described in Section 1 of the Offer to Purchase, if more than 30,000,000
Shares have been properly tendered at prices at or below the Purchase Price and
not withdrawn prior to the Expiration Date (as defined in the Offer to
Purchase), the Company will purchase properly tendered Shares on the basis set
forth below:
(a) first, all Shares properly tendered and not withdrawn prior to the
Expiration Date by any Odd Lot Holder (as defined below) who:
(1) tenders all Shares beneficially owned by such Odd Lot Holder at a
price at or below the Purchase Price (tenders of less than all Shares
owned by such stockholder will not qualify for this preference); and
(2) completes the item captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and
(b) second, after purchase of all of the foregoing Shares, all Shares
conditionally tendered in accordance with Section 6 of the Offer to
Purchase, for which the condition was satisfied, and all other Shares
tendered properly and unconditionally at prices at or below the Purchase
Price and not withdrawn prior to the Expiration Date on a pro rata basis
(with appropriate adjustments to avoid purchases of fractional Shares) as
described in the Section 1 of the Offer to Purchase; and
(c) third, if necessary to permit the Company to purchase 30,000,000
Shares, Shares conditionally tendered, for which the condition was not
initially satisfied, at or below the Purchase Price and not withdrawn prior
to the Expiration Date, selected by random lot in accordance with Section 6
of the Offer to Purchase.
2
<PAGE>
You may condition your tender on the Company purchasing a minimum number of
your tendered Shares. In such case, if as a result of the preliminary proration
provisions in the Offer to Purchase the Company would purchase less than such
minimum number of your Shares, then the Company will not purchase any of your
Shares, except as provided in the next sentence. In such case, if as a result of
conditionally tendered Shares not being purchased the total number of Shares
that would have been purchased is less than 30,000,000, the Company will select,
by random lot, Shares for purchase from stockholders who conditionally tendered
Shares for which the condition, based on a preliminary proration, has not been
satisfied. See Section 1 of the Offer to Purchase.
The Offer is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes aware
of any valid state statute prohibiting the making of the Offer, the Company will
make a good faith effort to comply with such statute. If, after such good faith
effort, the Company cannot comply with such statute, the Offer will not be made
to, nor will tenders be accepted from or on behalf of, holders of Shares in such
state. In those jurisdictions whose securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by the Dealer Manager or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF
SHARES OF WMX TECHNOLOGIES, INC.
Please tender to WMX Technologies, Inc. (the "Company"), on (our) (my)
behalf, the number of Shares indicated below, which are beneficially owned by
(us) (me) and registered in your name, upon terms and subject to the conditions
contained in the Offer to Purchase of the Company dated April 1, 1997, and the
related Letter of Transmittal, the receipt of both of which is acknowledged.
NUMBER OF SHARES TO BE TENDERED: ______________ SHARES
CONDITIONAL TENDER
/ / Check here if tender of Shares is conditional on the Company purchasing
all or a minimum number of the tendered Shares and complete the
following:
Minimum number of Shares to be sold: __________________________________
ODD LOTS
(SEE INSTRUCTION 8 OF LETTER OF TRANSMITTAL)
/ / By checking this box the undersigned represents that the undersigned
owns, beneficially or of record, an aggregate of fewer than 100 Shares
and is tendering all of such Shares.
In addition, the undersigned is tendering Shares either (check one box):
/ / at the Purchase Price, as the same shall be determined by the Company in
accordance with the terms of the Offer (persons checking this box need
not indicate the price per Share below); or
/ / at the price per Share indicated below under "Price (In Dollars) Per
Share At Which Shares Are Being Tendered."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED
3
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES
(Stockholders who desire to tender Shares at more than one price must complete a separate
Instruction Form for each price at which Shares are tendered.)
/ /$30.00 / /$30.75 / /$31.50 / /$32.25 / /$33.00 / /$33.75 / /$34.50
/ /$30.25 / /$31.00 / /$31.75 / /$32.50 / /$33.25 / /$34.00 / /$34.75
/ /$30.50 / /$31.25 / /$32.00 / /$32.75 / /$33.50 / /$34.25 / /$35.00
</TABLE>
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR
AS TO THE PURCHASE PRICE OF ANY TENDER. EACH STOCKHOLDER MUST MAKE THE DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES
SHARES SHOULD BE TENDERED.
<TABLE>
<S> <C>
Signature(s): _____________________________________ Address: _______________________________
___________________________________________________ ________________________________________
Name(s):___________________________________________ ________________________________________
(Including Zip Code)
___________________________________________________
(Please Print) Area Code and Telephone Number:_________
___________________________________________________ ________________________________________
(Taxpayer Identification or Social Security Number)
Date: ___________________________ , 1997
</TABLE>
4
<PAGE>
EXHIBIT 99(a)(6)
[LETTERHEAD]
PRESS RELEASE
Analyst Contact: Media Contact:
John D. Sanford William J. Plunkett
(630) 572-8803 (630) 572-8898
WMX TECHNOLOGIES, INC. ANNOUNCES 30-MILLION SHARE
"DUTCH TENDER" AUCTION REPRESENTING
6.2 PERCENT OF OUTSTANDING SHARES
Oak Brook, Illinois, March 31, 1997 -- WMX Technologies, Inc. announced today
that on April 1, 1997, it will commence an approximately $1-billion offer to
buy from its stockholders up to 30 million shares of its common stock, or
approximately 6.2 percent of the Company's currently outstanding shares.
WMX said that the price range of its offer will be from $30.00 per share to
$35.00 per share. The offer will expire at midnight, New York time, on April
28, 1997, unless extended by WMX. The price of a WMX share at the close of
trading on March 27, 1997, the most recent trading day, on the New York Stock
Exchange was $31.00.
Under the so-called "Dutch Auction" tender offer, stockholders specify a
price at which they are willing to sell their shares to WMX within the
Company's price range. At the conclusion of the offer and receipt of
tenders, the Company determines the lowest price (the "clearing price")
within its price range that will enable it to purchase up to 30 million
shares of WMX stock.
All shares acquired in the offer will be acquired at the specified clearing
price. Shares tendered at prices in excess of the clearing price and shares
not purchased because of proration or conditional tender will be returned.
In addition, the offer is subject to various terms and conditions described
in offering materials to be distributed to WMX shareholders this week.
The offer is part of a comprehensive WMX plan announced early in February
designed, among other things, to enhance shareholder value by returning
excess cash to shareholders primarily through share repurchases.
The Company said it expects to generate $3 billion in owners' cash flow after
capital expenditures and dividends by the end of 1998 from a combination of
its continuing asset-monetization efforts and operations. WMX said it will
use a combination of cash from operations, proceeds of asset dispositions,
and borrowings to fund the purchase of the shares. The Company's Board of
Directors has authorized the repurchase of up to 50 million shares of the
Company's stock by the end of 1998, including shares to be purchased in the
"Dutch auction" tender offer.
While the WMX Board has approved the offer, neither the Company nor the Board
is making a recommendation to stockholders as to whether to tender or refrain
from tendering their shares or as to the purchase price of any tender. The
Company said that it has been advised that no director or executive officer
of the Company intends to tender any shares under the offer.
In connection with its offer, WMX has retained Merrill Lynch & Co. to act as
dealer manager, Morrow & Co., Inc. to act as information agent and Harris
Trust and Savings Bank to act as depositary.
WMX Technologies, Inc., based in Oak Brook, Illinois, provides integrated
waste management services through its principal subsidiaries, Waste
Management, Inc., Wheelabrator Technologies Inc. and Waste Management
International plc.
<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE AND THE
RELATED LETTER OF TRANSMITTAL WHICH ARE BEING MAILED TO STOCKHOLDERS OF WMX
TECHNOLOGIES, INC. ON OR ABOUT APRIL 1, 1997. WHILE THE OFFER IS BEING
MADE TO ALL STOCKHOLDERS OF THE COMPANY, TENDERS WILL NOT BE ACCEPTED
FROM OR ON BEHALF OF THE STOCKHOLDERS IN ANY JURISDICTION IN WHICH
THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION. IN THOSE JURISDICTIONS WHOSE LAWS REQUIRE THE
OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL
BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY MERRILL
LYNCH & CO., OR ONE OR MORE REGISTERED BROKERS OR
DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
WMX TECHNOLOGIES, INC.
UP TO 30,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT IN EXCESS OF
$35.00 NOR LESS THAN $30.00 PER SHARE
WMX Technologies, Inc., a Delaware corporation (the "Company"), invites
stockholders to tender up to an aggregate of 30,000,000 shares of its Common
Stock, $1.00 par value per share (the "Shares"), at prices not in excess of
$35.00 nor less than $30.00 per Share in cash, as specified by such
stockholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 1, 1997 and in the related Letter of Transmittal
(which together constitute the "Offer").
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS EXTENDED.
The Offer is not conditioned on any minimum number of Shares being tendered,
but is subject to certain other conditions set forth in the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR
AS TO THE PURCHASE PRICE OF ANY TENDER. EACH STOCKHOLDER MUST MAKE THE DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES AND AT WHAT PRICE OR PRICES
SHARES SHOULD BE TENDERED. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS
DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER.
As promptly as practicable following the Expiration Date (as defined below),
the Company will purchase 30,000,000 Shares or such lesser number of Shares as
are properly tendered (and not withdrawn in accordance with Section 4 of the
Offer to Purchase) prior to the Expiration Date at prices not in excess of
$35.00 nor less than $30.00 net per Share in cash. The term "Expiration Date"
means 12:00 Midnight, New York City time, on Monday, April 28, 1997, unless and
until the Company, in its sole discretion, shall have extended the period of
time during which the Offer will remain open, in which event the term
"Expiration Date" shall refer to the latest time and date at which the Offer, as
so extended by the Company, shall expire.
The Company will select the lowest purchase price (the "Purchase Price")
that will allow it to buy 30,000,000 Shares (or such lesser number of Shares as
are properly tendered and not withdrawn at prices not in excess of $35.00 nor
less than $30.00 per Share). All Shares properly tendered at prices at or below
the Purchase Price and not withdrawn will be purchased at the Purchase Price,
subject to the terms and the conditions of the Offer, including the proration
and conditional tender provisions. For purposes of the Offer, the Company will
be deemed to have accepted for payment (and thereby purchased) Shares properly
tendered at or below the Purchase Price and not withdrawn (subject only to
proration and
1
<PAGE>
conditional tender provisions of the Offer) only when, as and if the Company
gives oral or written notice to the Depositary of its acceptance of such Shares
for payment pursuant to the Offer. Payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of certificates for such shares (or a timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at a Book-Entry
Transfer Facility (as defined in the Offer to Purchase)), a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
and any other documents required by the Letter of Transmittal.
The Offer is part of the Company's strategic plan arising from a number of
changes the Company has undergone in the past several years in response to
changing conditions in its marketplace and in the environmental services
industry generally. In February 1997, the Company's Board of Directors approved
a package of strategic initiatives designed to enhance stockholder value, the
centerpiece of which is a focus solely on waste management services in domestic
and selected international markets where the Company holds or can develop a
strong competitive position. The Company expects to generate approximately $3.0
billion in owners' cash flow (cash flow from operating activities, less net
capital expenditures (other than acquisitions) and dividends) over the next 24
months, including the divestiture of non-core and non-integrated assets. The
Company also expects to reduce overhead and capital spending as well as
streamline its organization, and to return the majority of available cash to
stockholders through stock repurchase programs, including the Offer.
The Board of Directors has determined that the Company's financial condition
and outlook and current market conditions, including recent trading prices of
the Shares, makes this an attractive time to repurchase a significant portion of
the outstanding Shares, taking into account the increased interest expense
associated with the borrowing required in connection with the Offer. In the view
of the Board of Directors, the Offer represents an acceleration of what would
otherwise have been a continuing Share repurchase program and a use of the
Company's cash generation abilities that should benefit the Company and its
stockholders over the long term. In particular, the Board of Directors believes
that the purchase of Shares at this time is consistent with the Company's
long-term corporate goal of seeking to increase stockholder value. Accordingly,
the Company is providing stockholders with the opportunity to determine the
price or prices (not greater than $35.00 nor less than $30.00 per Share) at
which they are interested in selling their Shares, subject to the terms and
conditions of the Offer and without the usual transaction costs associated with
market sales.
Upon the terms and subject to the conditions of the Offer, if more than
30,000,000 Shares have been properly tendered at prices at or below the Purchase
Price and not withdrawn prior to the Expiration Date, the Company will purchase
properly tendered Shares on the following basis: (a) first, all Shares properly
tendered and not withdrawn prior to the Expiration Date by any Odd Lot Holder
(as defined in the Offer to Purchase) who: (1) tenders all Shares beneficially
owned by such Odd Lot Holder at a price at or below the Purchase Price (partial
tenders will not qualify for this preference); and (2) completes the item
captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery; and (b) second, after purchase of all of the
foregoing Shares, all Shares conditionally tendered, for which the condition was
satisfied without regard to clause (c) below, and all other Shares tendered
properly and unconditionally at prices at or below the Purchase Price and not
withdrawn prior to the Expiration Date, on a pro rata basis (with appropriate
adjustments to avoid purchases of fractional Shares) as described below; and (c)
third, if necessary to permit the Company to purchase 30,000,000 Shares, Shares
conditionally tendered, for which the condition was not initially satisfied, at
or below the Purchase Price and not withdrawn prior to the Expiration Date,
selected by random lot. The Company also reserves the right, but will not be
obligated, to purchase all Shares duly tendered by any stockholder who tendered
all Shares owned, beneficially or of record, at or below the Purchase Price and
who, as a result of proration, would then own, beneficially or of record, an
aggregate of fewer than 100 Shares. If the Company exercises this right, it will
increase the number of Shares that it is offering to purchase by the number of
Shares purchased through the exercise of the right.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time to extend the period of time during which the Offer
is open and thereby delay acceptance for payment of, and
2
<PAGE>
payment for, any Shares by giving oral or written notice of such extension to
Harris Trust and Savings Bank (the "Depositary") and making a public
announcement thereof.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date and, unless theretofore accepted for payment by the Company
pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight,
New York City time, on Tuesday, May 27, 1997. For a withdrawal to be effective,
a notice of withdrawal must be in written, telegraphic or facsimile transmission
form and must be received in a timely manner by the Depositary at its address
set forth on the back cover of the Offer to Purchase. Any such notice of
withdrawal must specify the name of the tendering stockholder, the name of the
registered holder, if different from that of the person who tendered such
Shares, the number of Shares tendered and the number of Shares to be withdrawn.
If the certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the release of such certificates,
the tendering stockholder must also submit the serial numbers shown on the
particular certificates for Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution (except in
the case of Shares tendered by an Eligible Institution). If Shares have been
tendered pursuant to the procedure for book-entry tender set forth in the Offer
to Purchase, the notice of withdrawal also must specify the name and the number
of the account at the applicable Book-Entry Transfer Facility to be credited
with the withdrawn Shares and otherwise comply with the procedures of such
facility.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY TENDERS ARE MADE. The
information required to be disclosed by Rule 13e-4(d)(1) under the Securities
Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is
incorporated herein by reference. The Offer to Purchase and the related Letter
of Transmittal are being mailed to record holders of Shares and are being
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the Company's stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
Additional copies of the Offer to Purchase and the Letter of Transmittal may
be obtained from the Depositary, the Information Agent or the Dealer Manager and
will be furnished promptly at the Company's expense.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
909 Third Avenue, 20th Floor
New York, New York 10022
Call Toll Free: (800) 566-9061
Banks and Brokerage Firms,
Please Call: (800) 662-5200
THE DEALER MANAGER FOR THE OFFER IS:
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281-1314
(212) 449-8209 (Call Collect)
April 1, 1997
3
<PAGE>
[LOGO]
[LOGO]
April 1, 1997
To Our Stockholders:
WMX Technologies, Inc. is offering to purchase up to 30,000,000 shares of
its common stock (the "Shares"), or approximately 6.2% of the currently
outstanding Shares, from existing stockholders. The price will not be in excess
of $35.00 nor less than $30.00 per Share. WMX is conducting the tender offer
through a procedure commonly referred to as a "Dutch auction." This allows you
to select the price within the specified price range at which you are interested
in selling your Shares to WMX. At the conclusion of the offer and receipt of
tenders, WMX will determine the lowest price within the price range that will
enable it to purchase up to 30,000,000 Shares. The same purchase price will be
paid for all Shares purchased in the offer.
On March 27, 1997, the last trading day prior to the announcement of the
terms of the offer, the closing price per Share on the New York Stock Exchange,
Inc. (the "NYSE") was $31.00. Any stockholder whose Shares are purchased in the
offer will receive the total purchase price in cash and will not incur the usual
transaction costs associated with open-market sales. Any stockholders owning an
aggregate of less than 100 Shares whose Shares are purchased pursuant to the
offer will avoid the applicable odd lot discounts payable on sales of odd lots
on the NYSE.
The offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. I encourage you to read these materials carefully before
making any decision with respect to the offer. If you desire to tender your
Shares, the instructions on how to tender Shares are also explained in detail in
the accompanying materials.
Neither WMX nor its Board of Directors makes any recommendation to any
stockholder as to whether to tender or refrain from tendering their Shares or as
to the purchase price of any tender. Each stockholder must make the decision
whether to tender Shares and, if so, how many Shares and at what price or prices
Shares should be tendered. The Company has been advised that none of its
directors or executive officers intends to tender any Shares pursuant to the
offer.
Sincerely,
/s/ Dean L. Buntrock
Dean L. Buntrock
Chairman of the Board and
Chief Executive Officer
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE IRS FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
------------------------------------------------------
GIVE THE TAXPAYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
------------------------------------------------------
<S> <C> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals (1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person
(1)
4. Custodian account of a The minor (2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the minor
(1)
6. Account in the name of The ward, minor, or
guardian or committee incompetent person (3)
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor- trustee
savings trust account (1)
(grantor is also
trustee)
b. So-called trust The actual owner (1)
account that is not a
legal or valid trust
under State law
8. Sole proprietorship The owner (4)
account
<CAPTION>
------------------------------------------------------
GIVE THE TAXPAYER
IDENTIFICATION NUMBER
FOR THIS TYPE OF ACCOUNT: OF--
------------------------------------------------------
<S> <C> <C>
9. A valid trust, estate, The legal entity (Do
or pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization account
12. Partnership account The partnership
held in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of
Agriculture in the name
of a public entity
(such as a State or
local government,
school district, or
prison) that receives
agricultural program
payments
</TABLE>
- --------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE IRS FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- An organization exempt from tax under
section 501(a), or an individual retirement arrangement (IRA) or custodial
account under section 403(b)(7).
- The United States or any of its agencies or
instrumentalities.
- A state, the District of Columbia, a possession of the
United States, or any political subdivisions or instrumentalities.
- A foreign government, or any of its political
subdivisions, agencies or instrumentalities.
- An international organization or any of its agencies
or instrumentalities.
- A foreign central bank of issue.
- A dealer in securities or commodities required to
register in the U.S. or a possession of the U.S.
- A futures commission merchant registered with the
Commodity Futures Trading Commission.
- A real estate investment trust.
- An entity registered at all times during the tax year
under the Investment Company Act of 1940.
- A common trust fund operated by a bank under
section 584(a).
- A financial institution.
- A middleman known in the investment community as
a nominee or listed in the most recent publication of the American Society
of Corporate Secretaries, Inc., Nominee List.
- A trust exempt from tax under section 664 or
described in section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to
withholding under section 1441.
- Payments to partnerships not engaged in a trade or
business in the U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount
received is not paid in money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by
individuals. Note: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the payer's trade or
business and you have not provided your correct taxpayer identification
number to the payer.
- Payments of tax-exempt interest (including exempt-
interest dividends under section 852).
- Payments described in section 6049(b)(5) to non-
resident aliens.
- Payments on tax-free covenant bonds under
section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6042, 6045, 6049, 6050A, and 6050N.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTIES FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. --Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
