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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 29, 1998
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.
On June 29, 1998, the registrant issued a press release announcing that it
had reached an agreement with the independent directors of its Waste Management
International plc majority-owned subsidiary ("WM International") regarding the
acquisition of the publicly owned shares of the subsidiary. Under the proposal,
holders of the approximately 75 million ordinary shares not currently owned by
the registrant and its subsidiaries (including those represented by WM
International American Depositary Receipts ("ADRs")), will receive 345p in cash
for each share held. The proposal values each WM International ADR, each
representing two WM International ordinary shares, at approximately $11.50,
based on the current exchange rate. The proposal, which will be implemented by
means of a Scheme of Arrangement under the English Companies Act, is subject to
approval by a majority in number representing 75% in value of the holders of the
WM International minority shares voting at a meeting of such holders and the
approval of the English High Court. The independent directors of WM
International have stated that they intend to recommend that holders of WM
International minority shares vote in favor of the proposal. If the minority
shareholders of WM International and the English High Court approve, the Scheme
is expected to become effective in October 1998, with payment being made to
minority shareholders and ADR holders in early November. The registrant expects
to obtain funds for the transaction under existing or replacement financing
facilities.
A copy of the press release making this announcement is filed herewith as
an exhibit 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 exhibit filed as part of this report is
listed in the Exhibit Index hereto.
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SIGNATURE
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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/ Donald R. Chappel
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Donald R. Chappel
Vice President and Acting Chief
Financial Officer
Dated: June 29, 1998
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WASTE MANAGEMENT, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99 News Release dated June 29, 1998 issued by Waste Management, Inc.
*Exhibits not listed are inapplicable.
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EXHIBIT 99
Analyst contact: Media contact:
Cherie Rice William J. Plunkett
(630) 218-1850 (630) 572-8898
WASTE MANAGEMENT, INC ANNOUNCES AGREEMENT ON ACQUISITION
OF WASTE MANAGEMENT INTERNATIONAL PLC PUBLIC SHARES
Oak Brook, Illinois, June 29, 1998 -- Waste Management, Inc. (NYSE: WMX) today
announced that it had reached an agreement with the independent directors of its
majority-owned Waste Management International plc subsidiary (NYSE: WME)
regarding the acquisition of the publicly owned shares of the subsidiary. Under
the proposal, holders of the approximately 20 percent of the outstanding shares
of Waste Management International not currently owned by Waste Management, Inc.
and its subsidiaries will receive 345p in cash for each share held.
The proposal values each Waste Management International American Depository
Receipt (ADR), each representing two Waste Management International ordinary
shares, at approximately $11.50 based on the current exchange rate, representing
a premium of approximately 33 percent over the New York Stock Exchange closing
price of $8.625 per ADR on June 26, 1998 and a premium of approximately 39
percent to the closing middle market price on the London Stock Exchange of
247.5p per Waste Management International ordinary share on June 26, 1998.
Because the proposal is priced in pounds sterling, the U.S. dollar value of the
proposal will fluctuate with the pound-dollar exchange rate.
The proposal, which will be implemented by means of a Scheme of Arrangement
under the English Companies Act, is subject to approval by a majority in number
representing 75 percent in value of the holders of Waste Management
International minority shares voting at a meeting of such holders and the
approval of the English High Court. The independent directors of Waste
Management International have stated that they intend to recommend that holders
of Waste Management International minority shares vote in favor of the proposal.
The proposal is subject to certain other conditions which are not expected to be
material to the outcome. Assuming approval by holders of Waste Management
International minority shares and the High Court, the Scheme is expected to
become effective in October 1998, with payment being made to minority
shareholders and ADR holders in early November.
Commenting on the proposal, Sir William Barlow, Chairman of the independent
directors of Waste Management International, said, "The terms of this proposal
represent a substantial premium to the price at which Waste Management
International has been trading of late. The independent directors of Waste
Management International believe that, at 345p per share, the proposal offers
minority shareholders a very satisfactory value for their holding."
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Robert S. (Steve) Miller, Chairman of the Board and Chief Executive Officer of
Waste Management, Inc., commented, "This transaction is consistent with Waste
Management's long-standing objective to simplify its corporate organizational
and management structure. We are pleased that we were able to put this
transaction forward at this time because it will greatly facilitate the
integration of Waste Management International into the new management structure
being planned for implementation following the anticipated closing of our merger
with USA Waste Services, Inc. The transaction reflects the confidence I share
with our merger partners in the long-term prospects of the international waste
services business." The transaction is not expected to have a material impact on
its future earnings, Waste Management indicated.
Waste Management, Inc., based in Oak Brook, Illinois, is the leading
international provider of comprehensive waste management services. The Company
operates throughout the United States and in select international markets
through its principal subsidiaries, Waste Management of North America, Inc.,
Wheelabrator Technologies Inc. and Waste Management International plc.
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