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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 18, 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.
On February 18, 1997, the registrant, WMX Technologies, Inc. (the
"Company"), announced that the Company's President and Chief Executive Officer,
Phillip B. Rooney, had resigned. Dean L. Buntrock, Chairman of the Company's
Board of Directors, will serve as acting Chief Executive Officer while the Board
of Directors searches for a new Chief Executive Officer from outside the
Company. A copy of the news release is filed herewith as an exhibit and
incorporated herein by reference.
On February 19, 1997, the Company and ServiceMaster Limited Partnership
("ServiceMaster") announced that the two companies signed a definitive agreement
under which ServiceMaster will buy from the Company its entire ownership
interest in ServiceMaster for approximately $626 million in cash. The Company
owns or has rights to acquire 29.035 million restricted shares of ServiceMaster,
including an option to purchase 1.875 million shares which will be canceled as
part of the transaction. The transaction is expected to close on or before
April 14, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are 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: February 21, 1997
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
---------------------------------
1. None
2 None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated February 18, 1997 issued by WMX Technologies, Inc.
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* Exhibits not listed are inapplicable.
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Exhibit 99.1
NEWS RELEASE ISSUED FEBRUARY 18, 1997 BY WMX TECHNOLOGIES:
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PHILLIP B. ROONEY RESIGNS AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF WMX
TECHNOLOGIES, INC.
WMX BOARD INITIATES SEARCH FOR CEO FROM OUTSIDE COMPANY
CHAIRMAN DEAN L. BUNTROCK TO SERVE AS ACTING CEO IN INTERIM
Oak Brook, Illinois, February 18, 1997 -- WMX Technologies, Inc. (NYSE: WMX)
today announced that President and Chief Executive Officer Phillip B. Rooney has
resigned his office. Dean L. Buntrock, Chairman of WMX's Board of Directors,
will serve as acting CEO while the Board searches for a new CEO from outside the
Company.
In a letter to WMX's Board of Directors, Mr. Rooney cited his strong desire for
WMX to move forward with the implementation of its comprehensive plan to enhance
shareholder value without being distracted by the current public debate over the
leadership of the Company.
"Over the past several weeks, I have listened very carefully to our shareholders
and their belief in the importance of carrying out our program to focus on our
core waste management business," Mr. Rooney said in his letter. "I am not
prepared to let personal attacks distract this Company from the important
mission we are undertaking. Such distractions are unfair to our shareholders,
customers, our people and our other constituencies who are entitled to
management's undivided attention and clear focus on strengthening WMX's
operating and financial performance.
"I strongly believe in the plan we announced earlier this month to deliver value
to shareholders by focusing solely on waste management services. I am confident
that the outstanding management team we have assembled will be able to carry on
our mission successfully. I wish them all the best."
Mr. Rooney, 52, had been President and CEO since June 1996 and previously served
as the Company's Chief Operating Officer from 1984 to 1996. Mr. Rooney has also
relinquished his seats on the Boards of Directors of WMX and its subsidiaries,
Wheelabrator Technologies Inc. and Waste Management International plc.
Mr. Buntrock, 65, the founder of WMX, had served as the Company's Chief
Executive Officer from 1968 until 1996. The Board has appointed a search
committee and will retain the services of an executive recruiting firm to help
identify a new chief executive from outside WMX as quickly as is practicable.
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Mr. Buntrock said: "Phil has been my friend and partner for nearly three
decades, playing a major role in the dynamic growth of the Company. It is an
understatement to say that his leadership and his contributions to our success
have been enormous. He truly has represented the drive and spirit of our Company
and its people. Phil has been at the heart of every major decision our Company
has made and, during his 12-year tenure as President and Chief Operating Officer
and then CEO, the market value of our Company has climbed from $2 billion to $16
billion."
On behalf of WMX's Board of Directors, Peer Pedersen said: "Phil Rooney was the
architect of the plan to focus on our core competencies in waste management and
waste-to-energy services, a plan that the Board strongly, unanimously and
enthusiastically endorses. We accepted his resignation reluctantly and only
because he was determined that our people should not be distracted from the
important tasks at hand. While we regret Phil's departure, the Board thanks him
for putting the Company on a firm strategic path. We look forward to working
with WMX management to see that the plan is executed successfully."
In addition to the search for a new CEO, the Board is also continuing its search
for two new independent directors with major corporate experience, Mr. Buntrock
said.
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