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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
May 9, 1997
Date of Report (Date of earliest event reported)
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WASTE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-7327 36-2660763
(Commission File Number) (IRS Employer
Identification No.)
3003 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60521
(Address of principal executive offices) (Zip code)
WMX TECHNOLOGIES, INC.
(Former name, if changed since last report)
(630) 572-8800
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 9, 1997, the registrant (a) filed an Amendment to its Restated
Certificate of Incorporation (a copy of which is filed as an exhibit to this
report and is hereby incorporated by reference) changing its name from WMX
Technologies, Inc. to Waste Management, Inc. and (b) issued a news release (a
copy of which is filed as an exhibit to this report and is hereby incorporated
by reference) stating that on May 9, 1997, at the registrant's annual meeting of
stockholders, the stockholders of the registrant approved the proposal
(previously approved by the registrant's Board of Directors) to so change the
registrant's name, and announcing the election of directors and the results of
other items voted on at the annual meeting.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are
required to be filed as a part of this report. The exhibits filed as part of
this report are listed in the Exhibit Index hereto.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASTE MANAGEMENT, INC.
By: /s/ HERBERT A. GETZ
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Herbert A. Getz
Senior Vice President
Dated: May 12, 1997
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
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1. None
2 None
3(a). Certificate of Amendment of Restated Certificate of Incorporation of
registrant, filed May 9, 1997
3(b). Conformed copy of Restated Certificate of Incorporation of registrant, as
amended
16. None
17. None
21. None
24. None
25. None
99.1. News release dated May 9, 1997 issued by registrant
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* Exhibits not listed are inapplicable.
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Exhibit 3(a)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WMX TECHNOLOGIES, INC.
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IT IS HEREBY CERTIFIED THAT:
1. The name of the corporation prior to giving effect to the amendment herein
certified is WMX TECHNOLOGIES, INC. (the "Company").
2. Article First of the Restated Certificate of Incorporation of the Company
is hereby amended to read in its entirety as follows:
"FIRST: The name of the corporation is WASTE MANAGEMENT, INC."
3. The amendment of the Restated Certificate of Incorporation of the Company
herein certified has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
Signed and attested on May 9, 1997.
/s/ Dean L. Buntrock
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Dean L. Buntrock
Chairman of the Board
Attest:
/s/ Herbert A. Getz
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Herbert A. Getz
Senior Vice President and Secretary
[SEAL]
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Exhibit 3(b)
(Conformed Copy Only -
as amended as of May 9, 1997)
RESTATED CERTIFICATE OF INCORPORATION
OF
WASTE MANAGEMENT, INC.
(Pursuant To Sections 245 and 242)
Waste Management, Inc., a Delaware Corporation organized on September 23,
1968, adopts the following Restated Certificate of Incorporation.
FIRST: The name of the corporation is WASTE MANAGEMENT, INC.
SECOND: The registered office of the corporation in the State of Delaware
is located at 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is one billion five hundred and fifty
million (1,550,000,000) of which fifty million (50,000,000) shares shall be
preferred stock of the par value of $1.00 per share, issuable in series (herein
called the "Preferred Stock"), and one billion five hundred million
(1,500,000,000) shares shall be common stock of the par value of $1.00 per share
(herein called the "Common Stock"). The Preferred Stock shall be issued from
time to time in one or more series with such distinctive serial designations
and: (a) may have such voting power, full or limited, or may be without voting
powers; (b) may be subject to redemption at such time or times and at such
prices; (c) may be entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions, and at such times, and
payable in preference to or in such relation to, the dividends payable on any
other class or classes or series of stock; (d) may have such rights upon the
dissolution of, or upon any distribution of the assets of, the corporation; (e)
may be made convertible into, or exchangeable for, shares of any other class or
classes of stock of the corporation, at such price or prices or at such rates of
exchange, and with such adjustments; and (f) shall have such other relative,
participating, optional or special rights, and qualifications, limitations or
restrictions thereof, all as shall hereafter be stated and expressed in
resolutions providing for the issue of such Preferred Stock from time to time
adopted by the Board of Directors pursuant to authority so to do which is hereby
vested in the Board.
FIFTH: The number of directors constituting the Board of Directors shall be
that number, not less than three nor more than fifteen, as shall be fixed by the
by-laws of the corporation.
The Board of Directors shall be and is divided into three classes, Class I,
Class II and Class III, which shall be as nearly equal in number as possible.
Each director shall serve for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which such director was
elected; provided, however, that each initial director in Class I shall hold
office until the annual meeting of stockholders in 1986; each initial director
in Class II shall hold office until the annual meeting of stockholders in 1987;
and each initial director in Class III shall hold office until the annual
meeting of stockholders in 1988.
In the event of any increase or decrease in the authorized number of
directors, (a) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term, or his prior death, retirement, resignation or removal for cause,
and (b) the newly created
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or eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal as possible.
Each director shall serve until the annual meeting of stockholders for the
year in which his term expires and until his successor is duly elected and
qualified, subject, however, to his prior death, retirement, resignation or
removal for cause. Should a vacancy occur or be created, whether arising through
death, retirement, resignation or removal of a director for cause, or through an
increase in the number of directors of any class, such vacancy shall be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. A director so elected to fill a vacancy shall
serve for the remainder of the then present term of office of the class to which
he was elected.
SIXTH: No action required to be taken or which may be taken at any annual
or special meeting of stockholders of the corporation may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.
Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the by-laws of the corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Restated Certificate of
Incorporation or the by-laws of the corporation), the amendment or repeal of
Article Fifth, Sixth, Seventh, Eighth, Ninth or Tenth of this Restated
Certificate of Incorporation, or the adoption of any provision inconsistent
therewith, shall require the approval of the holders of shares representing at
least 80% of the outstanding shares of Common Stock.
Special meetings of stockholders may be called only by the Chairman of the
Board of Directors of the corporation, the President, or the Secretary or by
resolution of the Board of Directors (including a majority of the Continuing
Directors if at the time in question an Interested Stockholder exists with
respect to the corporation) and shall be called by any of the foregoing officers
upon receipt of a written request of a majority of the directors (including a
majority of the Continuing Directors if at the time in question an Interested
Stockholder exists with respect to the corporation) which states the purpose of
the meeting.
SEVENTH: In addition to any affirmative vote of the directors or
stockholders of the corporation required by law or by or pursuant to any other
Article of this Restated Certificate of Incorporation, any Stock Repurchase by
the corporation of any shares of Common Stock from any Interested Stockholder or
any agreement in respect thereof shall, except as hereinafter expressly
provided, require the affirmative vote of the holders of at least a majority of
the voting power of the then outstanding shares of Common Stock entitled to vote
generally in the election of directors excluding shares of Common Stock with
respect to which such Interested Stockholder is the Beneficial Owner. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or any agreement
with any national securities exchange, or otherwise, but no such affirmative
vote shall be required with respect to any purchase or other acquisition of
Common Stock made (a) as part of a tender or exchange offer by the corporation
to purchase Common Stock made on the same terms to all holders of Common Stock
and complying with the applicable requirements of the Securities Exchange Act of
1934 and the rules and regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations), or (b) pursuant to an open market
purchase program by the corporation approved by a majority of the Board of
Directors provided that such purchase is effected on the open market and is not
the result of a privately negotiated transaction.
EIGHTH: In addition to any affirmative vote of the directors or
stockholders of the corporation required by law or by or pursuant to any other
Article of this Restated Certificate of Incorporation, any Business Transaction
with any Interested Stockholder, which Business Transaction has not been
approved by the affirmative vote of a majority of the Continuing Directors,
shall require the affirmative vote of the holders of at least a majority of the
outstanding shares of Common Stock not held by such Interested Stockholder. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser
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percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise. The provisions of this Article shall not be
applicable to any Stock Repurchase by the corporation of shares of Common Stock
from an Interested Stockholder.
NINTH: A majority of the Continuing Directors of the corporation (and only
such majority) shall have the power to determine the application of or
compliance with Articles Sixth, Seventh, Eighth, Ninth and Tenth of the Restated
Certificate of Incorporation, including, without limitation (a) whether a person
is an Interested Stockholder or an Affiliate or Associate of another; (b)
whether Article Seventh or Eighth is or has become applicable with respect to a
proposed transaction; and (c) whether a person has become a Beneficial Owner of
any shares of Common Stock. Any determination or construction by the Continuing
Directors with respect to Articles Sixth, Seventh, Eighth, Ninth or Tenth shall
be within their absolute discretion and shall be conclusive and binding except
in circumstances involving bad faith.
TENTH: For the purposes of Articles Sixth, Seventh, Eighth, Ninth and
Tenth:
(i) The term "Business Transaction" shall mean (a) any merger or
consolidation of the corporation or a Subsidiary with (i) an Interested
Stockholder or (ii) any other corporation (whether or not itself an Interested
Stockholder) which is or after such merger or consolidation would be an
Affiliate or Associate of an Interested Stockholder, (b) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition (in one transaction or
a series of transactions) with any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder involving any Substantial Portion of
assets or securities of the corporation, any Subsidiary or any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder, (c) the
issuance of any securities of an Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder in exchange for stock of the corporation
or any Subsidiary, (d) any recapitalization of the corporation that would have
the effect, directly or indirectly, of increasing the voting power of an
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder, (e) any plan or proposal for the liquidation or dissolution of the
corporation proposed by or on behalf of an Interested Stockholder or any
Affiliate or Associate of any Interested Stockholder, and (f) any agreement,
contract or other arrangement providing for any one or more of the actions
specified in the foregoing clauses (a) through (e).
(ii) The term "Continuing Director" shall mean a Director who was a member
of the Board of Directors of the corporation prior to the time the Interested
Stockholder in question became an Interested Stockholder and who is not an
Affiliate or Associate of such Interested Stockholder and who was not proposed
for election as a Director by or on behalf of such Interested Stockholder, and
any successor of a Continuing Director who is not an Affiliate or Associate or
representative of such Interested Stockholder and is recommended to succeed a
Continuing Director by a majority of the Continuing Directors then on the Board
of Directors of the corporation.
(iii) The term "Fair Market Value" shall mean, with respect to the Common
Stock, the closing sale price on the trading day immediately preceding the date
in question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on such Composite Tape
but is listed on a United States securities exchange, on the principal United
States securities exchange registered under the Securities Exchange Act of 1934
on which such stock is listed, or if such stock is not so listed, the highest
closing bid quotation with respect to a share of such stock on the trading day
immediately preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations Systems or any system then in use,
or, if such stock is not so quoted, the fair market value on the date in
question of a share of such stock as determined in good faith by a majority of
the Continuing Directors, and shall mean, with respect to property other than
Common Stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.
(iv) The term "Interested Stockholder" shall mean and include any
individual, corporation, partnership or other person or entity (other than this
corporation or any of its Subsidiaries or any employee benefit plan of
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either this corporation or any of its Subsidiaries or any trustee or fiduciary
with respect to any such plan when acting in such capacity) which, together with
its "Affiliates" and "Associates" (as defined pursuant to Rule 12b-2 under the
Securities Exchange Act of 1934, as such Rule was in effect on March 1, 1985),
was the "Beneficial Owner" (as defined pursuant to Rule 13d-3 under such Act, as
such Rule was in effect on March 1, 1985), of more than five percent of the
outstanding shares of Common Stock, and any Affiliate or Associate of any such
individual, corporation, partnership or other person or entity, or which was the
Beneficial Owner at any time within the two-year period immediately preceding
the time in question of more than five percent of the outstanding Common Stock,
and any Affiliate or Associate of any such individual, corporation, partnership
or other person or entity.
(v) The term "Subsidiary" shall mean a corporation with respect to which
the corporation is the Beneficial Owner of the majority of each class of voting
securities.
(vi) The term "Stock Repurchase" shall mean any repurchase, directly or
indirectly, by the corporation or any Subsidiary of any shares of Common Stock
at a price greater than the then Fair Market Value for such shares.
(vii) The term "Substantial Portion" shall mean assets having a fair market
value equal to $15,000,000 or more of the corporation or any Subsidiary or such
Interested Stockholder as the case may be, as of the date of the most recent
balance sheet available on the record date of the stockholder meeting or consent
(in the case of an Interested Stockholder) relating to approval of a Business
Transaction involving assets constituting a Substantial Portion.
ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by the laws of Delaware and this Restated
Certificate of Incorporation, and all rights and powers conferred herein upon
stockholders are granted subject to this reservation.
TWELFTH: No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Each person who is or was a director or officer of the corporation, and
each person who serves or served at the request of the corporation as a director
or officer (or equivalent) of another enterprise, shall be indemnified by the
corporation to the fullest extent authorized by the General Corporation Law of
Delaware as it may be in effect from time to time, except as to any action, suit
or proceeding brought by or on behalf of such director or officer without prior
approval of the Board of Directors or, if there is an Interested Stockholder (as
defined in Article Tenth) at the time such action, suit or proceeding is
brought, without prior approval of the majority of the Continuing Directors (as
defined in Article Tenth) of the corporation. The right to indemnification
conferred in this Article Twelfth shall not be exclusive of any other right
which any person may have or hereafter acquire under this Restated Certificate
of Incorporation, or any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
If the Delaware General Corporation Law is amended after May 15, 1987 to
further limit or eliminate liability of the corporation's directors for breach
of fiduciary duty, then a director of the corporation shall not be liable for
any such breach to the fullest extent permitted by the Delaware General
Corporation Law as so amended. If the Delaware General Corporation Law is
amended after May 15, 1987 to increase or expand liability of the corporation's
directors for breach of fiduciary duty or if the foregoing provisions of this
Article Twelfth are modified or repealed by the stockholders of the corporation,
no such amendment, modification or
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repeal shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or omissions
of such director occurring prior to the time of such amendment, modification or
repeal or otherwise adversely affect any right or protection of a director of
the corporation existing at the time of such amendment, modification or repeal.
Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the by-laws of the corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Restated Certificate of
Incorporation or the by-laws of the corporation), the amendment or repeal of
Article Twelfth of this Restated Certificate of Incorporation, or the adoption
of any provision inconsistent herewith, shall require the approval of the
holders of shares representing at least 80% of the outstanding shares of Common
Stock.
THIRTEENTH: In furtherance of and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the by-laws of the corporation.
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Exhibit 99.1
Analyst Contact: Media Contact:
John D. Sanford William J. Plunkett
(630)572-8803 (630) 572-8898
WMX TECHNOLOGIES, INC. STOCKHOLDERS ELECT FOUR DIRECTORS AND APPROVE RE-NAMING
COMPANY WASTE MANAGEMENT, INC.
Oak Brook, Illinois, May 9, 1997 -- The stockholders of WMX Technologies, Inc.
today elected four members to the Company's Board of Directors and approved re-
naming the Company Waste Management, Inc.
Re-elected to the Board were Dean L. Buntrock, 65, Chairman and Chief Executive
Officer of WMX; Peer Pedersen, 72, Chairman of the Board and Managing Partner of
the law firm of Pedersen & Houpt, P.C.; and Paul M. Montrone, 55, President and
Chief Executive Officer of Fisher Scientific International, Inc. Elected as a
new Board member was Robert S. Miller, 55, Vice Chairman of Morrison Knudsen
Corporation.
Stockholders approved by a wide margin a previously announced proposal to change
the Company's name to Waste Management, Inc. The Company had sought approval for
the name change to reflect the Company's refocused business strategy to
concentrate on providing waste management services.
In other actions, stockholders approved WMX's 1997 Equity Incentive Plan, which
enables the Company to continue to offer executives and other key personnel
stock-based incentives in the Company, and ratified the selection of Arthur
Andersen LLP as the Company's independent auditors for 1997.
Stockholders defeated a Company-supported proposal to provide for the annual
election of directors, and a proposal that a majority of the Board qualify as
independent directors under a definition advanced by a stockholder.
The Company, based in Oak Brook, Illinois, is the world's leading provider of
waste management services.
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