<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
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, PAR VALUE $1.00 PER SHARE
(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)
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APRIL 1, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUE AMOUNT OF FILLING FEE
$1,050,000,000 $210,000
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Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 30,000,000 shares at $35.00 per share.
/x/ 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.
Amount Previously Paid: $210,000 Filing Party: WMX Technologies, Inc.
Form or Registration No.: Schedule 13E-4 Date Filed: April 1, 1997
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This Amendment No. 3 relates to the Schedule 13E-4 filed by WMX Technologies,
Inc., a Delaware corporation (the "Company"), on April 1, 1997, as amended on
April 9, 1997 and April 24, 1997 (the "Schedule 13E-4"). All terms used
herein unless otherwise defined shall have the same meaning as in the
Schedule 13E-4. The Schedule 13E-4 is hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
The second sentence of paragraph (b) of Item 1 of the Schedule 13E-4 is
deleted and replaced with the following:
Executive officers and directors of the Company may participate in the
Offer on the same basis as the Company's other stockholders. Peter H.
Huizenga, a director of the Company, has advised the Company that he intends
to tender a portion of the Shares that he beneficially owns. Currently,
Mr. Huizenga beneficially owns approximately 8 million Shares, or
approximately 1.7 percent of the total Shares outstanding. Other than with
respect to Mr. Huizenga, all of the Company's other directors and officers
have advised the Company as of the date of the Offer that they do not intend
to tender any Shares pursuant to the Offer.
ITEMS 1(c) THROUGH 8.
To the extent any information previously incorporated by reference into
Items 1(c) through 8 of the Schedule 13E-4 is inconsistent with the
information added by this Amendment to Item 1(b) of the Schedule 13E-4, Items
1(c) through 8 are hereby amended as necessary to reflect the information set
forth above in this Amendment and in Exhibit (a)(12) hereto.
ITEM 8. ADDITIONAL INFORMATION
Paragraph (e) of Item 8 of the Schedule 13E-4 is amended to add the
following:
The Offer expired at 12:00 midnight, New York City time, on Monday,
April 28, 1997. On April 29, 1997, the Company announced that, based upon the
preliminary results of the Offer, the Offer was overscribed and the Company
expects to purchase 30 million of the approximately 88 million Shares that
were tendered and not withdrawn at $30.00 per Share, which the Company
expects to be the purchase price for all Shares purchased in the Offer. The
number of Shares tendered at the preliminary purchase price includes
approximately 36 million Shares tendered pursuant to guaranteed delivery. Due
to the oversubscription, all Shares tendered at the Purchase Price will be
pro-rated (except for Shares tendered as "odd-lots" in the Offer, which will
be purchased in full if tendered at the Purchase Price). The Company
estimates that the proration factor for the Offer will be approximately 34
percent. Shares tendered above the Purchase Price will not be purchased and
will be returned promptly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibits:
(a)(12) Text of Press Release issued by the Company, dated April 28,
1997.
(a)(13) Text of Press Release issued by the Company, dated April 29,
1997 (incorporated by reference to Exhibit 99.2 to the Company's Current
Report on Form 8-K dated April 28, 1997). **
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* The Company's Commission File Number is 1-7327.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to Schedule 13E-4 is true,
complete and correct.
April 29, 1997 WMX TECHNOLOGIES, INC.
By: /s/ John D. Sanford
-------------------------------
John D. Sanford
Senior Vice President
and Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------
(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 of
Substitute IRS Form W-9.*
(10) Text of Press Release issued by the Company, dated April 8, 1997
(incorporated by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K dated April 1, 1997).**
(11) Text of Press Release issued by the Company, dated April 22,
1997 (incorporated by reference to Exhibit 99.1 to the Company's
Current Report on Form 8-K dated April 22, 1997)**
(12) Text of Press Release issued by the Company, dated April 28,
1997.
(13) Text of Press Release issued by the Company, dated April 29,
1997 (incorporated by reference to Exhibit 99.2 to the Company's
Current Report on Form 8-K dated April 28, 1997). **
(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).**
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(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).**
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* Previously filed as an exhibit to the Schedule 13E-4.
** The Company's Commission File Number is 1-7327.
<PAGE>
WMX Technologies, Inc. Phone: 708.572.8800
3003 Butterfield Road
Oak Brook, IL 60521
Analyst Contact: Media Contact:
John D. Sanford William J. Plunkett
(630) 572-8803 (630) 572-8898
NEWS
WMX TECHNOLOGIES DIRECTOR
INTENDS TO TENDER SHARES IN DUTCH AUCTION
Oak Brook, Illinois, April 28, 1997 -- WMX Technologies, Inc. announced
today that it had been advised by Peter H. Huizenga, a director of the
Company, of his intention to tender a portion of the shares of the Company's
common stock of which he is the beneficial owner to the Company in its Dutch
auction tender offer. Mr. Huizenga, who will retire as a director of the
Company when his term ends at the Annual Meeting of Stockholders on May 9,
1997, owns beneficially approximately 8 million shares of the Company's
stock, or approximately 1.7 percent of the total shares outstanding.
Subject to the terms and conditions of the Company's Offer to Purchase,
the Dutch auction tender offer is for up to 30 million shares, at a purchase
price not in excess of $35 nor less than $30 per share, and is scheduled to
expire at 12:00 midnight, New York City time, on April 28, 1997.
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