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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
December 8, 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 60523
(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 December 8, 1997, the registrant announced that it had signed a definitive
merger agreement with its approximately 67% owned subsidiary, Wheelabrator
Technologies Inc. ("Wheelabrator"), under which the registrant will acquire all
of the approximately 53 million shares of Wheelabrator which it does not already
own. Under the terms of the agreement, Wheelabrator shareholders will receive
$16.50 in cash per share following consummation of the transaction.
The registrant noted that the terms of the agreement had been approved by a
special committee of Wheelabrator's independent directors, which was advised by
Goldman, Sachs & Co. and Lazard Freres & Co. LLC, and by the Boards of Directors
of both the registrant and Wheelabrator. The registrant also noted that the
transaction remains subject to the approval of the holders of a majority of
Wheelabrator's outstanding shares, other than those held by the registrant,
voting on it at a special meeting of Wheelabrator stockholders to be called for
that purpose. The registrant further reported its understanding that
Wheelabrator expects to communicate details regarding the proposed merger to its
stockholders and conduct the special stockholders' meeting late in the first
quarter of 1998.
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. There are no exhibits filed as part of this
report.
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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: December 10, 1997
