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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
April 1, 1997
Date of Report (Date of earliest event reported)
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WMX TECHNOLOGIES, 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)
(630) 572-8800
(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On April 1, 1997, the registrant, WMX Technologies, Inc. (the
"Company"), invited 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 in the Offer to Purchase
dated April 1, 1997 and in the related Letter of Transmittal, which together
constitute the "Offer." The following is a summary of the Offer, and is
qualified in its entirety by the Offer to Purchase and the Letter of Transmittal
which were filed as Exhibits (a)(1) and (a)(2) to the Company's Schedule 13E-4
dated April 1, 1997 and filed with the Securities and Exchange Commission and
which are incorporated herein by reference.
Pursuant to 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lesser number of Shares as are properly tendered and not withdrawn).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properly tendered at prices at or below the Purchase Price and not withdrawn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. The Company reserves the right, in its sole discretion, to purchase
more than 30,000,000 Shares pursuant to the Offer. 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. The Offer is scheduled to expire at 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.
The Offer is not conditioned upon the tender of any minimum number of
Shares but it is subject to certain other conditions.
The Board of Directors of the Company approved the making of the
Offer. However, neither the Company nor its Board of Directors made 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 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.
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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 Pro Forma Technologies, Inc.
Technologies, Inc. Adjustments 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 of $125.6
million after tax and minority interest by Waste Management International
plc ("Waste Management International"), a subsidiary owned approximately
56% by the Company and 12% by each of the Company's Rust International Inc.
and Wheelabrator Technologies Inc. subsidiaries (Wheelabrator Technologies
Inc. being an approximately 65%-owned subsidiary of the Company) 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 Water Plc; and (c) a
special charge of $166.4 million after tax by Waste Management and Chemical
Waste Management, Inc., a wholly owned subsidiary of the Company, 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 total
asset sales, is expected to be 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%.
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(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 by the Offer. 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 counting 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 filed with the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
On April 8, 1997, the Company issued a press release concerning an asserted
class-action lawsuit filed against the Company and its Board of Directors
concerning the Offer. A copy of the news release is filed herewith as an
exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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No financial statements or pro forma financial information are required to
be filed as a part of this report. The exhibit filed as part of this report is
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.
WMX TECHNOLOGIES, INC.
By: /s/ Thomas A. Witt
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Thomas A. Witt
Vice President
Dated: April 9, 1997
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
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1. None
2 None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated April 8, 1997 issued by WMX Technologies, Inc.
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*Exhibits not listed are inapplicable.
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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. SAYS LAWSUIT FILED IN DELAWARE
TO ENJOIN TENDER OFFER
Oak Brook, Illinois, April 8, 1997 -- WMX Technologies, Inc. said that an
asserted class-action lawsuit was filed against the Company and its Board of
Directors seeking to enjoin the Company from completing its recently announced
Dutch-auction tender offer, as well as to recover alleged damages and attorney
fees. Filed in the Court of Chancery in and for New Castle County, Delaware,
the suit alleges, among other things, that WMX failed to disclose material
information in the Company's offer to purchase shares from its stockholders.
WMX said that although the continuation of the lawsuit allows the Company the
discretion to terminate the tender offer or postpone the time for purchasing
shares, the Company believes its offer to purchase contains all material
information required for stockholders to make an informed decision concerning
tender of shares, and that the Company intends to oppose the lawsuit vigorously.
The Company also said that a hearing on the lawsuit's preliminary injunction
request is expected to take place by the middle of the week of April 21, 1997.
The tender offer is currently scheduled to close on April 28.
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.
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