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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
June 20, 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 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 June 20, 1997, the registrant announced that its Board of Directors
approved a cash offer to acquire all of the outstanding publicly held shares of
Wheelabrator Technologies Inc. ("Wheelabrator") for $15.00 per share. The
consideration represents an approximately 15 percent premium to the closing
price of $13.00 per share of Wheelabrator common stock on the New York Stock
Exchange on June 19, 1997. The registrant owns approximately 67 percent of
Wheelabrator's approximately 157 million outstanding shares.
The registrant said that the proposed transaction would take the form of a
merger of a wholly owned subsidiary of the registrant into Wheelabrator. Under
the proposal, the merger would be subject to the approval of a special committee
of independent directors of Wheelabrator and the holders of a majority of the
outstanding shares of Wheelabrator, other than shares held by the registrant,
voting on it at a special meeting of Wheelabrator stockholders called for that
purpose.
The registrant indicated that its Board also weighed the acquisition of the
public shares of its Waste Management International plc majority-owned
subsidiary, but made the decision to defer indefinitely any consideration of
such a transaction. Waste Management International plc is 80 percent owned by
the registrant and its subsidiaries and 20 percent owned by public stockholders.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
There are no financial statements or pro forma financial information
required to be filed as a part of this report, and 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: June 25, 1997
