SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 15, 1998
Date of Report (Date of earliest event reported)
--------------------
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)
Item 5. Other events.
On July 15, 1998, the registrant issued a news release announcing,
among other things, that USA Waste Services, Inc., a Delaware corporation
("USA Waste"), and the registrant reached an agreement in principle with
the Antitrust Division of the Department of Justice and 13 states in
connection with the Agreement and Plan of Merger, dated as of March 10,
1998 (the "Merger Agreement"), among USA Waste, Dome Merger Subsidiary,
Inc., a Delaware corporation and a wholly-owned subsidiary of USA Waste,
and the registrant. Under the terms of the agreement, the companies are
cleared to close the merger and will divest certain waste disposal,
transfer and commercial collection assets with annual revenues currently
totaling approximately $275 million.
The news release also announced that at special meetings of the
stockholders of the registrant and USA Waste, the stockholders of both
companies approved the proposed merger. Pursuant to such approval, it is
anticipated that the merger will be consummated on July 16, 1998 and each
outstanding share of common stock, par value $1.00 per share, of the
registrant will be converted into the right to receive 0.725 of a share of
common stock, par value $0.01 per share, of USA Waste.
The news release is filed as an exhibit hereto and is incorporated by
reference herein.
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.
SIGNATURE
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/ Mark T. Spears
---------------------------
Mark T. Spears
Vice President
Dated: July 15, 1998
WASTE MANAGEMENT, INC.
EXHIBIT INDEX
99.1 News Release dated July 15, 1998 issued jointly by Waste Management,
Inc. and USA Waste Services, Inc.
Exhibit 99.1
AGREEMENT REACHED WITH DEPARTMENT OF JUSTICE AND VARIOUS
STATES IN USA WASTE SERVICES - WASTE MANAGEMENT MERGER
o Shareholders of Both Companies Approve Merger
o Closing of Merger Planned for July 16, 1998
Houston, Texas and Oak Brook, Illinois, July 15, 1998 - USA Waste
Services, Inc. and Waste Management, Inc. today announced that the
companies have reached an agreement in principle with the Antitrust
Division of the Department of Justice and 13 states. Under the terms of
the agreement, the companies are cleared to close the merger and will
divest of certain waste disposal, transfer and commercial collection assets
with annual revenues currently totalling approximately $275 million.
The agreement affects landfills owned by the companies in 15 areas,
including Akron/Canton and Columbus, Ohio; Denver; Detroit, Flint, Midland
and Northeast, Mich.; Houston; Los Angeles; Louisville; Miami;
Milwaukee; Philadelphia; Pittsburgh; and Portland, Oregon. Transfer
station assets will be divested in 10 areas, including Akron/Canton,
Cleveland and Columbus, Ohio; Baltimore; Detroit; Houston; Louisville;
Miami; New York City; and Philadelphia. Also affected are commercial waste
hauling businesses in Akron, Cleveland and Columbus, Ohio; Allentown, Pa;
Denver; Detroit; Houston; Louisville; Pittsburgh; Portland, Oregon; Tucson;
and Gainesville, Florida.
"Our agreement with the Department of Justice and state antitrust officials
moves us a step closer toward the creation of the premier company in the
waste services industry," said John E. Drury, who will be the Chief
Executive Officer of the new Waste Management, Inc. upon completion of the
merger. "We have taken the steps necessary to successfully launch the new
company on the completion of our transaction. The new Waste Management
will be sharply focused on delivering superior service, having the lowest
costs in our industry and increasing shareholder value."
The companies expect the Department of Justice and various states to file
the settlement with the U.S. District Court for the Northern District of
Ohio on July 16, 1998. The proposed consent decree is subject to a 60-day
public comment period.
USA Waste Services and Waste Management each conducted special meetings of
stockholders earlier today at which stockholders approved the proposed
merger. The closing of the merger is expected to occur on July 16, 1998.
The last trading day for the common shares of both USA Waste Services and
Waste Management will be July 16, 1998. Common shares of the new Waste
Management, Inc. will begin trading on July 17 on the New York Stock
Exchange under the ticker symbol WMI.
# # #
