<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
(FINAL AMENDMENT)
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
- --------------------------------------------------------------------------------
TRANSACTION VALUE AMOUNT OF FILLING FEE
$1,050,000,000 $210,000
- --------------------------------------------------------------------------------
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. 4 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, April 24, 1997, and April 29, 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 8. ADDITIONAL INFORMATION
Paragraph (e) of Item 8 of the Schedule 13E-4 is amended to add the
following:
On May 6, 1997, the Company issued a press release announcing the final
results of the Offer, which expired at 12:00 midnight, New York City time, on
Monday, April 28, 1997. Pursuant to the Offer, the Company accepted for
payment 30 million Shares at a price of $30.00 per Share, which is the
Purchase Price for the Offer. The final proration factor for the Offer is
approximately 34.04 percent.
The Company expects Harris Trust and Savings Bank, the depository for the
Offer, to begin issuing payment on May 6, 1997, for the Shares accepted under
the Offer and to return unpurchased Shares promptly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibits:
(a)(14) Text of Press Release issued by the Company, dated May 6, 1997.
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.
May 6, 1997 WMX TECHNOLOGIES, INC.
By: /s/ John D. Sanford
-------------------------------
John D. Sanford
Senior Vice President
and Chief Financial Officer
3
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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). **
(14) Text of Press Release issued by the Company, dated May 6, 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, INC ANNOUNCES
FINAL RESULTS OF "DUTCH AUCTION" TENDER OFFER
Oak Brook, Illinois, Tuesday, May 6, 1997 -- WMX Technologies, Inc. today
announced the final results of its Dutch Auction tender offer for shares
of its common stock which expired April 28, 1997.
WMX said it has accepted for purchase 30,000,000 of its shares tendered and
not withdrawn at a price of $30.00 per share, which is the final purchase
price in the offer. WMX said that because the offer was oversubscribed, with
approximately 87.7 million shares having been tendered and not withdrawn at
the $30.00 per share price, a final proration factor of approximately 34.04
percent applies to such shares.
The Company said that Harris Trust and Savings Bank, the depositary for the
offer, would issue payment commencing today for the shares accepted under the
offer. Shares not purchased in the offer will be returned promptly.
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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