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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 28, 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 April 28, 1997, the Company issued a press release announcing that
the Company had been advised by 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.
On April 29, 1997, the Company issued a press release announcing the
preliminary results of its Dutch auction tender offer which expired at midnight,
April 28, 1997, New York time. Based on a preliminary count by the depositary
for the offer, the offer was oversubscribed and the Company expects to purchase
30,000,000 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withdrawn at $30.00 per share, which the Company expects to be the purchase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 in the offer. 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 to be
applicable to the offer will be approximately 34%. Shares tendered above the
purchase price will not be purchased and will be returned promptly.
Copies of the news releases are filed herewith as exhibits and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are
required to be filed as a part of this report. The exhibits filed as part of
this report are 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 29, 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 28, 1997 issued by WMX Technologies, Inc.
99.2 News release dated April 29, 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 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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Exhibit 99.2
Analyst contact: Media contact:
John D. Sanford William J. Plunkett
(630) 572-8803 (630) 572-8898
WMX TECHNOLOGIES, INC. ANNOUNCES PRELIMINARY
RESULTS OF "DUTCH AUCTION" TENDER OFFER
Oak Brook, Illinois, Tuesday, April 29, 1997--WMX Technologies, Inc. today
announced the preliminary results of its Dutch Auction tender offer which
expired at midnight, April 28, 1997, Net York time.
Based on a preliminary count by Harris Trust and Savings Bank, the depositary
for the offer, the offer was oversubscribed and the Company expects to purchase
30,000,000 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 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.
The determination of the actual number of shares to be purchased, the purchase
price and the proration factor are subject to final confirmation and the proper
delivery of all shares tendered and not withdrawn, including shares tendered
pursuant to the guaranteed delivery procedure.
Payment for shares properly tendered and accepted will be made promptly, subject
to proper delivery of shares in accordance with the terms of the offer.
The Company commenced its tender offer on April 1, 1997 and set a price range of
$30 to $35 a share to repurchase up to 30 million shares of its common stock, or
approximately 6.2 percent of the currently outstanding number of shares. The
offer is part of WMX's financial strategy to return cash to its shareholders. In
February, the Company announced that its Board of Directors had authorized it to
repurchase up to 50 million shares, which includes those purchased in the
Company's Dutch auction, by the end of 1998.
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