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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
May 15, 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.
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On May 15, 1998, the registrant issued a press release announcing that the
registrant's Board of Directors has (i) adopted a new dividend policy, reducing
the registrant's regular quarterly dividend to $.01 per share, (ii) approved
management recommendations to terminate work on several initiatives, resulting
in an estimated pre-tax charge in the second quarter ranging from $70 million to
$90 million, and (iii) set July 22, 1998 as the date of a special meeting of the
registrant's stockholders to consider approval of the registrant's proposed
merger transaction with USA Waste Services, Inc. A copy of the press release
containing these announcements
is filed herewith as an exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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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: May 18, 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 May 15, 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. REDUCES DIVIDEND, SETS DATE FOR STOCKHOLDER MEETING ON
MERGER WITH USA WASTE SERVICES, STOPS INFORMATION SYSTEMS PROJECTS AND SCALES
BACK CENTRALIZED ACCOUNTING AND OTHER PROGRAMS
Adopts reduced dividend policy, declaring quarterly dividend of $.01 per share
Terminates initiatives, resulting in an estimated pre-tax charge in the second
quarter ranging from $70 million to $90 million
Oak Brook, Illinois, May 15, 1998 -- Waste Management, Inc. (NYSE: WMX) today
announced that its Board of Directors has adopted a new dividend policy,
reducing regular quarterly dividends to $.01 per share from $.17 per share. The
Board also set July 22 as the date for a special meeting of its stockholders to
consider and vote on its proposed merger with a subsidiary of USA Waste
Services, Inc. and approved management recommendations to terminate work on
several initiatives.
The Company said the quarterly dividend declared today would be payable July 2,
1998 to stockholders of record on June 17, 1998.
"In light of Waste Management's reduced earnings and significant debt levels,
our Board believes that it is now prudent for us to change our dividend policy
and conserve the cash we are generating," said Robert S. (Steve) Miller,
Chairman of the Board and Chief Executive Officer of Waste Management. He said
the cash conserved by lowering the quarterly dividend to $.01 per share from
$.17 per share is expected to be used to pay down debt, invest in continued
expansion of the business and for other general corporate purposes.
The Company said it would conduct the special stockholders meeting at 2 p.m.,
Wednesday, July 22, at the offices of Harris Trust and Savings Bank, 111 West
Monroe Street, Chicago, Illinois. Stockholders will be mailed a joint proxy
statement/prospectus providing them with information about the proposed merger
in advance of the stockholder meeting. The record date for determining
stockholders entitled to vote at the meeting will be the close of business on
June 17, 1998.
In light of the proposed merger, Mr. Miller said the Board approved other
actions. The Company will discontinue work on a previously announced project to
implement new information systems and projects to remediate Year 2000 issues in
its principal U.S. solid waste information systems. Instead, the Company has
negotiated a license of USA Waste's principal information systems software. The
Company also will decentralize certain of its accounting activities and scale
back its program to further centralize purchasing and various other corporate
programs. He said these actions are
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not expected to impact Waste Management's ability to meet customer service
requirements.
The decision to discontinue these projects and initiatives will result in a pre-
tax charge to earnings during the second quarter currently estimated to be
between $70 million and $90 million. The charge will include a write-off of
previously capitalized costs for new information systems hardware and software,
severance and other commitments. In addition, as a result of the proposed
merger, the Company is reviewing its current operational and overhead structures
and, as transitional decisions related to the merger are made, may incur
additional asset writedowns, severance and other charges.
"The combined organization will adhere to a more decentralized management model
than is followed today at Waste Management," Mr. Miller said. "We are taking
these steps now to enable the Waste Management corporate and field organization
to integrate quickly and completely with the management and information systems
employed by USA Waste upon completion of the merger," Mr. Miller said.
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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