<PAGE>
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
WHEELABRATOR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2678047
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3003 Butterfield Road
Oak Brook, Illinois 60521
(Address of principal executive offices)
----------------------
Wheelabrator-Rust Supplemental Benefit Plan
(Full title of the plan)
Wheelabrator Technologies Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Attn: Herbert A. Getz, Secretary
(708)572-8800
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $.01
per share.................. 300,000 shares $14.75(1) $4,425,000(1) $885.00
- ---------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations................ $10,000,000 100% $10,000,000(2) $2000.00
===================================================================================================
</TABLE>
(1) In accordance with Rule 457(h) under the Securities Act of 1933,
calculated on the basis of the average of the high and low sale
prices for the registrant's common stock on the New York Stock
Exchange Composite Tape on November 13, 1995, as reported by The
Wall Street Journal (Midwest Edition). Such price and aggregate
price are included solely for the purpose of calculating the
registration fee.
(2) Estimated solely for the purpose of determining the registration fee.
===============================================================================
<PAGE>
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
WMX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2660763
(State or other jurisdiction of (I.R.S. EMPLOYER
incorporation or organization) IDENTIFICATION NUMBER)
3003 Butterfield Road
Oak Brook, Illinois 60521
(Address of principal executive offices)
----------------------
Wheelabrator-Rust Supplemental Benefit Plan
(Full title of the plan)
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Attn: Herbert A. Getz
Senior Vice President, General Counsel and Secretary
(708)572-8800
(Name, address and telephone number of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value $1.00
per share.................. 200,000 shares $27.94(1) $ 5,588,000(1) $1,117.60
- ---------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations................ $15,000,000 100% $15,000,000(2) $3,000.00
===================================================================================================
</TABLE>
(1) In accordance with Rule 457(h) under the Securities Act of 1933,
calculated on the basis of the average of the high and low sale
prices for the registrant's common stock on the New York Stock
Exchange Composite Tape on November 13, 1995, as reported by The
Wall Street Journal (Midwest Edition). Such price and aggregate
price are included solely for the purpose of calculating the
registration fee.
(2) Estimated solely for the purposes of determining the registration fee.
===============================================================================
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION; ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
The documents containing the information required by these items will be
given to employees of Wheelabrator Technologies, Inc. ("WTI") and Rust
International Inc. ("Rust") participating in the Wheelabrator-Rust Supplemental
Benefit Plan, as amended and restated (the "Plan") and are not required to be
filed with the Securities and Exchange Commission (the "Commission") as part of
the registration statement or as an exhibit thereto.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the registrants with the Commission are
hereby incorporated herein by reference:
(a) The registrants' latest annual reports on Form 10-K, or if the
financial statements therein are more current, the registrants' latest
prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of
1933.
(b) All other reports filed by the registrants pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the financial statements contained in the
prospectus referred to in (a) above.
(c) The descriptions of the registrants' common stock which are contained
in the registration statements filed under section 12 of the Securities Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such descriptions.
All documents subsequently filed by the registrants pursuant to sections
13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of
a post-effective amendment to this registration statement which indicates that
all of the securities offered hereby have been sold or which deregisters all of
such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
The descriptions of the registrants' common stock are contained in the
registration statements filed under Section 12 of the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of updating such
descriptions, and such descriptions are incorporated by reference into this
registration statement.
Under the Wheelabrator-Rust Supplemental Benefit Plan, as amended and
restated (the "Plan"), the registrants will provide eligible employees of WTI
and Rust the opportunity to defer a specified percentage of their cash
compensation. The obligations of the registrants to pay the deferred
compensation in the future in accordance with the terms of the Plan (the
"Obligations") will be unsecured general obligations of the registrants, and
will rank pari passu with other unsecured and unsubordinated indebtedness of the
registrants from time to time outstanding. The following summary of certain
provisions of the Obligations does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all provisions of the Plan,
including the definitions therein of certain terms. A copy of the Plan has been
filed as an exhibit to this registration statement.
The amount of compensation to be deferred by each participating employee
will be determined in accordance with the Plan based on elections by the
employee. Each Obligation will be payable as soon as practicable after the
employee's termination of employment due to death or disability, or as soon as
practicable after the one year anniversary of the employee's termination of
employment for any other reason, in accordance with the terms of the Plan, or
upon a change in control of WTI (in the case of WTI employees) or Rust (in the
case of Rust employees) as defined in accordance with the terms of the Plan. The
Obligations will carry a rate of return equal to the return on 10 year U.S.
Treasury notes, determined in accordance with the terms of the Plan, except for
Obligations which result from deferrals of bonus which will carry a rate of
return equal to the return on WTI common stock or WMX Technologies, Inc. ("WMX")
common stock, as elected by the employee. Each employee participant's Obligation
will be adjusted to reflect the investment experience of the applicable
benchmark, including any appreciation or depreciation.
Each employee participant will be fully vested in the Obligations, except
that if an employee participant violates his or her non-compete or
confidentiality agreement with his or her employer before payment of the
Obligations, he or she will forfeit such deferred compensation and any
adjustment thereof.
An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, or by laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part, prior
to the participating employee's termination of employment. However, WTI and
Rust, through their joint committee which administers the Plan, reserve the
right to amend or terminate the Plan at any time, except that no such amendment
or
2
<PAGE>
termination shall adversely affect the right of an employee participant to the
balance of his or her deferred account as of the date of such amendment or
termination.
The Obligations are not convertible into another security of either of the
registrants. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the registrants. No
trustee has been appointed having the authority to take action with respect to
the Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits
Delaware corporations to include in their certificates of incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty of care as a director, and Section 145 of the DGCL provides that the
corporation may indemnify any director or officer of the corporation against
liabilities and expenses incurred by him in connection with any action, suit or
proceeding in which he is made or threatened to be made a party by reason of
having been a director or officer of the corporation, subject to certain
limitations. Reference is made to article fourteenth of the form of WTI's
restated certificate of incorporation, filed as exhibit 4.01 to this
registration statement, which contains provisions eliminating the personal
liability of the officers and directors of WTI in certain circumstances and
providing for indemnification of them under certain circumstances. Reference is
also made to article twelfth of WMX's restated certificate of incorporation,
filed as exhibits 4.03 through 4.10 to this registration statement, and section
6 of article VII of WMX's bylaws, filed as exhibit 4.11 to this registration
statement, which provide indemnification by WMX of each director, officer or
employee of WMX to the full extent permitted by the DGCL.
Under insurance policies maintained by the registrants, the directors and
officers of the registrants are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS
The exhibits to this registration statement are listed in the Exhibit Index
elsewhere herein.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)-(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
4
<PAGE>
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by them is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(i)-(j) Not applicable.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on November 17, 1995.
WHEELABRATOR TECHNOLOGIES INC.
By /s/ Phillip B. Rooney
---------------------------------
Phillip B. Rooney,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Phillip B. Rooney Director, Chairman of
- ---------------------------- the Board and Chief
Phillip B. Rooney Executive Officer
/s/ Dean L. Buntrock Director
- ----------------------------
Dean L. Buntrock
/s/ William M. Daley Director
- ----------------------------
William M. Daley
/s/ Donald F. Flynn Director
- ----------------------------
Donald F. Flynn
/s/ Kay Hahn Harrell Director
- ----------------------------
Kay Hahn Harrell
/s/ James E. Koenig Director
- ---------------------------- November 17, 1995
James E. Koenig
/s/ Paul M. Montrone Director
- ----------------------------
Paul M. Montrone
/s/ Manuel Sanchez Director
- ----------------------------
Manuel Sanchez
/s/ Thomas P. Stafford Director
- ----------------------------
Thomas P. Stafford
/s/ Richard S. Haak, Jr. Controller and Principal
- ---------------------------- Accounting Officer
Richard S. Haak, Jr.
/s/ John D. Sanford Executive Vice President,
- ---------------------------- Treasurer and Principal
John D. Sanford Financial Officer
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in Oak Brook, Illinois on November 17, 1995.
WMX TECHNOLOGIES, INC.
By /s/ Dean L. Buntrock
----------------------------------
Dean L. Buntrock,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement, or amendment thereto, has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Dean L. Buntrock Director, Chairman of
- -------------------------------- the Board and Chief
Dean L. Buntrock Executive Officer
/s/ Jerry E. Dempsey Director
- --------------------------------
Jerry E. Dempsey
/s/ Phillip B. Rooney Director
- --------------------------------
Phillip B. Rooney
/s/ Donald F. Flynn Director
- --------------------------------
Donald F. Flynn
/s/ Peter H. Huizenga Director
- --------------------------------
Peter H. Huizenga
/s/ Peer Pedersen Director
- --------------------------------
Peer Pedersen November 17, 1995
/s/ James R. Peterson Director
- --------------------------------
James R. Peterson
/s/ Alexander B. Trowbridge Director
- --------------------------------
Alexander B. Trowbridge
/s/ Howard H. Baker, Jr. Director
- --------------------------------
Howard H. Baker, Jr.
/s/ H. Jesse Arnelle Director
- --------------------------------
H. Jesse Arnelle
/s/ Pastora San Juan Cafferty Director
- --------------------------------
Pastora San Juan Cafferty
/s/ James B. Edwards Director
- --------------------------------
James B. Edwards
/s/ Thomas C. Hau Vice President, Controller
- -------------------------------- and Principal Accounting
Thomas C. Hau Officer
/s/ James E. Koenig Senior Vice President,
- -------------------------------- Treasurer and Principal
James E. Koenig Financial Officer
7
<PAGE>
WHEELABRATOR TECHNOLOGIES INC.
WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit
Number Description(1)
- ------- --------------
4.01 Restated Certificate of Incorporation of Wheelabrator Technologies
Inc. ("WTI") (incorporated by reference to Exhibit 3.01 to WTI's 1989
annual report on Form 10-K)
4.02 By-laws of WTI, as amended through November 1, 1990 (incorporated by
reference to Exhibit 3.03 to registrant's 1990 annual report on Form
10-K)
4.03 Restated Certificate of Incorporation of WMX Technologies, Inc.
("WMX"), as amended as of May 24, 1985 (incorporated by reference to
Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended June
30, 1985)
4.04 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c)
to WMX's registration statement on Form S-8, Registration No. 33-6265)
4.05 Certificate of Designation of Preferred Stock of WMX, filed January
30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986
annual report on Form 10-K)
4.06 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, recorded May 15, 1987 (incorporated by reference to Exhibit
4.5(d) to WMX's registration statement on Form S-4, Registration No.
33-15518)
4.07 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to
WMX's registration statement on Form S-3, Registration No. 33-30190)
4.08 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to
WMX's registration statement on Form S-8, Registration No. 33-35936)
4.09 Certificate of Amendment of Restated Certificate of Incorporation of
WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to
WMX's report on Form 8-K dated May 14, 1993)
4.10 Conformed copy of Restated Certificate of Incorporation of WMX, as
amended (incorporated by reference to Exhibit 4(b) to WMX's report on
Form 8-K dated May 14, 1993)
4.11 By-laws of WMX, as amended and restated as of January 28, 1995
(incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report
on Form 10-K)
4.12 Rights Agreement dated as of February 6, 1987, between WMX and Harris
Trust and Savings Bank, which includes as Exhibit A the form of
Certificate of Designation of Preferred Stock, as Exhibit B, the form
of Rights Certificate and, as Exhibit C, the Summary of Rights
(incorporated by reference to Exhibit 4 to WMX's report on Form 8-K
dated January 26, 1987)
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is
0-14246 and WMX's file number thereunder is 1-7327.
EX-1
<PAGE>
Exhibit
Number Description(1)
- ------- --------------
4.13 Certificate of Adjustment relating to April 1987 stock split pursuant
to Section 12 of the Rights Agreement (incorporated by reference to
Exhibit 4.3(b) to WMX's registration statement on Form S-1,
Registration No. 33-13839)
4.14 Certificate of Adjustment relating to December 1989 stock split
pursuant to Section 12 of the Rights Agreement (incorporated by
reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form 10-K)
4.15 Wheelabrator-Rust Supplemental Benefit Plan
5.01 Opinion of Thomas A. Witt, Esq., re: legality
5.02 Opinion of Jan Stern Reed, Esq., re: legality
15 None
23.01 Consent of Arthur Andersen LLP as Independent Public Accountants
relating to WTI
23.02 Consent of Arthur Andersen LLP as Independent Public Accountants
relating to WMX
23.03 Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5.01)
23.04 Consent of Jan Stern Reed, Esq. (included as part of Exhibit 5.02)
24 None
28 None
- ------------------
(1) In the case of incorporation by reference to documents filed under the
Securities and Exchange Act of 1934, WTI's file number thereunder is
0-14246 and WMX's file number thereunder is 1-7327.
EX-2
<PAGE>
EXHIBIT 4.15
WHEELABRATOR-RUST
SUPPLEMENTAL BENEFIT PLAN
Wheelabrator Technologies Inc., a Delaware corporation, and Rust
International Inc., a Delaware corporation, have established this Supplemental
Benefit Plan effective as of October 1, 1987. The Plan is hereby amended and
restated effective as of January 1, 1995, as reflected herein.
ARTICLE I
DEFINITIONS
Wherever used in this Plan, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
1.1 Account: The record of a Participant's interest under the Plan.
Accounts are kept solely for recordkeeping purposes and shall not require a
segregation of any Company assets. Accounts are subdivided into the (i)
Supplemental Matching Account; (ii) Supplemental Retirement Account; (iii)
Supplemental Before-Tax Account; (iv) Bonus Deferral Account; and (v) Stock
Bonus Premium Account.
1.2 After-Tax Account: The record under the Savings and Retirement Plan
of the after-tax contributions allocated to a participant thereunder, plus any
earnings and minus any losses.
1.3 Before-Tax Account: The record under the Savings and Retirement Plan
of the before-tax contributions allocated to a participant thereunder, plus any
earnings and minus any losses.
1.4 Change in Control: The occurrence of any of the following events:
(i) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person (an "Acquiror") and as a result
of such merger, consolidation or reorganization less than 75% of the
outstanding voting securities or other capital interests of the surviving,
resulting or acquiring corporation or other legal person are owned in the
aggregate by the stockholders of the Company, directly or indirectly,
immediately prior to such merger, consolidation or reorganization, other
than the Acquiror or any corporation or other legal person controlling,
controlled by or under common control with the Acquiror;
(ii) The Company sells all or substantially all of its business
and/or assets to an Acquiror, of which less than 75% of the outstanding
voting securities or other capital interests are owned in the aggregate by
the stockholders of the Company, directly or indirectly, immediately prior
to such sale, other than any corporation or other legal person controlling,
controlled by or under common control with the Acquiror;
<PAGE>
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report), each as promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person or group (as the terms "person" and "group" are
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and the
rules and regulations promulgated thereunder) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of 20% or
more of the issued and outstanding shares of voting securities of the
Company; or
(iv) During any period of two consecutive years, individuals who at
the beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's stockholders, of
each new director of the Company was approved by a vote of at least two-
thirds of such directors of the Company then still in office who were
directors of the Company at the beginning of any such period.
1.5 Code: The Internal Revenue Code of 1986, as amended from time to
time. Reference to a section of the Code shall include that section and any
corresponding provisions of any future legislation that amends, supplements or
supersedes that section.
1.6 Committee: The Administrative and Investment Committee appointed by
Rust's Board of Directors to administer the Savings and Retirement Plan and this
Plan.
1.7 Company: With respect to employees of Rust or any of its majority-
owned subsidiaries, Rust International Inc., a Delaware corporation, and with
respect to employees of Wheelabrator or any of its majority-owned subsidiaries,
Wheelabrator Technologies Inc., a Delaware corporation.
1.8 Disability: A mental or physical condition which the Committee, on
the basis of evidence satisfactory to it, finds to be a permanent condition (a)
which renders such Participant unfit to perform the duties of an employee, as
such duties shall be determined by the Committee, and (b) in respect of which
such Participant is eligible for, and is receiving, disability benefits under
either (i) the Federal Social Security Act or (ii) the long-term disability plan
maintained by the Company.
1.9 Matching Account: The record under the Savings and Retirement Plan of
the matching contributions allocated to a participant thereunder, plus any
earnings and minus any losses.
1.10 Participant: Any person who is eligible to participate in the Plan as
provided in Article III.
1.11 Plan: This Wheelabrator-Rust Supplemental Benefit Plan, as amended
from time to time.
1.12 Plan Year: The Plan Year shall be each calendar year.
2
<PAGE>
1.13 Retirement Account: The record under the Savings and Retirement Plan
of the retirement contributions allocated to a participant thereunder, plus any
earnings and minus any losses.
1.14 Rust: Rust International Inc., a Delaware corporation.
1.15 Savings and Retirement Plan: The Wheelabrator-Rust Savings and
Retirement Plan, as amended from time to time.
1.16 Termination of Employment: The termination of a Participant's
employment with WMX, the Company and all of their majority-owned subsidiaries.
Temporary absence from employment because of illness, vacation, approved leaves
of absence, and transfers of employment among WMX, the Company and its
subsidiaries, shall not be considered to terminate employment or to interrupt
continuous employment.
1.17 Wheelabrator: Wheelabrator Technologies Inc., a Delaware corporation.
1.18 WMX: WMX Technologies, Inc., a Delaware corporation.
ARTICLE II
PURPOSE
It is anticipated that amounts otherwise allocable under the Savings and
Retirement Plan to certain Participants may be restricted as a result of the
limitations imposed by Section 415 of the Code on the amount of annual additions
under the Savings and Retirement Plan, the limitations imposed by section
401(a)(17) of the Code on the amount of annual compensation taken into account
under the Savings and Retirement Plan and the limitations imposed by Section
401(k)(3) of the Code on the amount of elective salary deferrals under the
Savings and Retirement Plan. The purpose of this Plan is to supplement the
Savings and Retirement Plan by the allocation and payment of benefits to those
Participants, and their surviving spouses and other beneficiaries, as to whom
benefits otherwise allocable under the Savings and Retirement Plan are so
restricted.
ARTICLE III
ELIGIBILITY FOR BENEFITS
3.1 Participation. An individual shall be eligible to be a Participant in
the Plan as follows:
(a) For purposes of the allocation described under Section 4.1, any
employee of Rust, Wheelabrator or any of their majority-owned subsidiaries who
is compensated at a level equal to or greater than the annual compensation limit
of Section 401(a)(17) of the Code and is a participant in the retirement feature
of the Savings and Retirement Plan;
(b) For purposes of the allocations described under Sections 4.2 and
4.3, any employee of Rust, Wheelabrator or any of their majority-owned
subsidiaries who is compensated at a level equal to or greater than the annual
compensation limit of Section 401(a)(17) of the
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Code, is a participant in the savings feature of the Savings and Retirement Plan
and makes a prior written election, at such time and on such form satisfactory
to the Committee, to defer compensation into the Plan; and
(c) For purposes of the allocation described under Section 4.4 and
4.5, any employee of Rust, Wheelabrator or any of their majority-owned
subsidiaries who is subject to the Officer Stock Ownership Policy.
3.2 Vesting. Except as provided in Section 4.7 below, a Participant shall
become vested in his or her Account balances and, therefore, have the right to
receipt of such Account balances upon his or her Termination of Employment as
follows:
(a) A Participant shall become vested in his Supplemental Retirement
Account balance at the same time and in the same manner as he becomes vested in
his Retirement Account balance;
(b) A Participant shall become vested in his Supplemental Matching
Account balance at the same time and in the same manner as he becomes vested in
his Matching Account balance;
(c) A Participant shall always be vested in his Supplemental Before-
Tax Account balance;
(d) A Participant shall always be vested in his Bonus Deferral Account
balance; and
(e) A Participant shall become vested in the annual credits, if any,
to his or her Stock Bonus Premium Account after the earliest of: (i) four
consecutive years of employment with WMX, the Company or any of their majority-
owned subsidiaries from the date such credit was made, (ii) the Participant's
retirement on or after age 55 with ten years of service, or (iii) the
Participant's death or Disability while employed by WMX, the Company or any of
their majority-owned subsidiaries. Years of employment and service shall be
determined by the Committee, in its sole discretion, in accordance with rules
uniformly and consistently applied to all Participants in similar circumstances.
If a participant has a Termination of Employment prior to becoming fully
vested in his or her Account balances, he or she shall forfeit the unvested
portion of the Account. Notwithstanding the foregoing provisions of this
Section, in the event of a Change in Control, a Participant's Account shall
become immediately and fully vested.
ARTICLE IV
BENEFITS
4.1 Allocation to Supplemental Retirement Accounts. A Participant's
Supplemental Retirement Account shall be credited as of the end of each calendar
quarter with an amount equal to:
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(a) the retirement contribution that would have been allocated to the
Participant's Retirement Account for the calendar quarter if (i) the
restrictions of sections 401(a)(17) and 415 of the Code did not apply, minus
(b) the retirement contribution that was actually allocated to the
Participant's Retirement Account for the calendar quarter.
4.2 Allocation to Supplemental Matching Account. A Participant's
Supplemental Matching Account shall be credited as of the end of each calendar
quarter with an amount equal to
(a) the matching contribution that would have been allocated to the
Participant's Matching Account for the calendar quarter if the restrictions of
Section 401(a)(17) of the Code did not apply, minus
(b) the matching contribution that was actually allocated to the
Participant's Matching Account for the calendar quarter.
4.3 Allocation to Supplemental Before-Tax Accounts. A Participant's
Supplemental Before-Tax Account shall be credited at the end of each calendar
quarter with an amount equal to the sum of (I) and (II), where (I) is:
(a) the before-tax contribution that would have been allocated to the
Participant's Before-Tax Account for the calendar quarter if the restrictions of
Section 401(k)(3) of the Code did not apply, minus
(b) the before-tax contribution that was actually allocated to the
Participant's Before-Tax Account for the calendar quarter; and
Where (II) is:
(c) the before-tax and after-tax contributions that would have been
allocated to the Participant's After-Tax Account for the calendar quarter if the
restriction of Section 401(a)(17) of the Code did not apply, minus
(d) the sum of the before-tax and after-tax contributions that were
actually allocated to the Participant's Before-Tax and After-Tax Accounts for
the calendar quarter, plus the allocation to the Participant's Supplemental
Before-Tax Account for the calendar quarter under (I).
4.4 Allocation to Bonus Deferral Accounts. Effective January 1, 1996,
prior to the beginning of each Plan Year, a Participant may elect, on a form
provided by the Committee, to defer receipt of a portion of his or her annual
bonus in increments of 1%, up to a maximum percentage specified from time to
time by the Committee, in accordance with such rules and other limitations as
the Committee may from time to time specify. A Participant's Bonus Deferral
Account shall be credited, as of the date the bonus would otherwise be paid,
with an amount equal to such deferral.
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4.5 Allocation to Stock Bonus Premium Accounts. Effective January 1,
1996, if an eligible Participant elects to defer a portion of his or her annual
bonus pursuant to Section 4.4, the Participant's Stock Bonus Premium Account
shall be credited, as of the date the bonus would otherwise be paid, with an
amount equal to 20% of the voluntary bonus deferral amount.
4.6 Deemed Investment. (a) A Participant's Supplemental Matching,
Supplemental Retirement and Supplemental Before-Tax Accounts shall accrue
interest at a rate equal to the average interest rate on ten-year U.S. Treasury
notes, as reported by the Federal Reserve Board on a weekly average basis and
published in The Wall Street Journal. Interest will be credited quarterly in
arrears based on the unweighted arithmetical average of such Treasury note rates
published on the last day of each week in such calendar quarter.
(b) A Participant's Bonus Deferral and Stock Bonus Premium Accounts
shall be deemed to be invested in WMX common stock or Wheelabrator common stock,
as elected by the Participant.
4.7 Payment of Benefits. (a) After a Participant's Termination of
Employment, the Company shall pay the Participant (or his surviving spouse or
other beneficiary) his vested Account balances in a lump sum (i) in the event of
Termination of Employment for any reason other than death or Disability and if
the Participant is subject to a non-competition or confidentiality agreement
with the Company, as soon as practicable following the one year anniversary of
such Participant's Termination of Employment, or (ii) in any other event, as
soon as reasonably practicable following the Participant's Termination of
Employment.
(b) In the case of Participants who are subject to Section 16(b) of the
Securities Exchange Act of 1934, the payment described in paragraph (a) above
shall be made in cash. In the case of all other Participants, (A) the payment
of any (i) Bonus Deferral Account balances and (ii) Stock Bonus Premium Account
balances, shall be made in WMX or Wheelabrator common stock in accordance with
the underlying deemed investment, and (B) the payment of any amounts not
described in (A) shall be made in cash. In the case of payment in WMX or
Wheelabrator common stock, the stock shall be valued at its fair market value as
of the applicable date (i.e., Termination of Employment or the one year
anniversary of Termination of Employment) which shall, unless the Committee
otherwise determines, be the average of the closing sale prices per share of the
common stock on the New York Stock Exchange Composite Tape (as reported in The
Wall Street Journal, Midwest Edition) (or if the common stock is not then traded
on the New York Stock Exchange, reported on the principal market where such
common stock is actively traded) on each of the ten trading days immediately
preceding the applicable date.
(c) Notwithstanding any other provision of this Plan to the contrary, in
the event the Committee determines, in its sole discretion, that the Participant
violated any agreement not to compete with, or not disclose confidential
information of, the Company or its majority-owned subsidiaries, either before or
after his or her Termination of Employment, the Participant shall forfeit his or
her entire Account balance, whether or not vested.
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ARTICLE V
ADMINISTRATION
5.1 Administration and Interpretation. The Committee shall be the Plan
administrator. The Committee shall have the authority to control and manage the
operation and administration of the Plan, to adopt rules and regulations
regarding the administration of the Plan, to interpret the Plan, to determine
the conditions subject to which any benefits may be credited or payable, and to
make any other determinations which the Committee believes are necessary or
advisable for the administration of the Plan. The Committee shall be entitled
to rely conclusively upon all tables, valuations, certificates, opinions, and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Committee with respect to the Plan.
Determinations by the Committee shall be final and binding on all parties with
respect to all matters relating to the Plan. The Committee may delegate all or
any part of its authority to any officer of the Company.
5.2 Claims Procedure.
(a) If a Participant or other person believes that he is entitled to
benefits under the Plan, he may file a claim for benefits in writing with the
Committee. If a claim for benefits is wholly or partially denied, the Committee
shall give the claimant written notice of the denial within a reasonable period
of time after receipt of the claim by the Committee. Such notice shall set
forth:
(i) the specific reason or reasons for the denial,
(ii) specific reference to pertinent provisions of the Plan on which
the denial is based,
(iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary, and
(iv) an explanation of the claim review procedure.
(b) A claimant whose claim is denied, or his duly authorized
representative, may request a review upon written application to the Committee
within 60 days after receiving notice of the denial. In connection with such
request, the claimant or his authorized representative may review pertinent
documents and may submit issues and comments in writing. If such a request is
made, the Committee shall make a full and fair review of the denial of the claim
and shall make a decision not later than 60 days after receipt of the
application, unless special circumstances (such as the need to hold a hearing)
require an extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than 120 days after receipt of the
request. The decision on review shall be in writing and shall include specific
reasons for the decision and specific references to the pertinent provisions of
the Plan on which the decision is based.
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5.3 Amendment and Termination. This Plan may be amended, curtailed or
terminated at any time by action of the Committee. However, no such action
shall reduce the Account of any Participant under this Plan below the amount
which as of the date of such action would have been payable under this Plan if
the Participant had terminated as of that said date and this Plan had continued
in effect without change.
ARTICLE VI
MISCELLANEOUS
6.1 Spendthrift provision. No interest of any person or entity in, or
right to receive a benefit under the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other alienation
or encumbrance of any kind; nor may such interest or right to receive a benefit
be taken, either voluntarily or involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.
6.2 No guarantee of employment. Nothing in the Plan shall confer upon any
Participant the right to be retained in the service of the Company or any of its
subsidiaries, nor shall it interfere with the right of the Company or any of its
subsidiaries to discharge or otherwise deal with any Participant without regard
to the existence of this Plan.
6.3 Funding. The Plan is intended to constitute an unfunded deferred
compensation arrangement for a select group of management or highly compensated
employees. All benefits under the Plan are payable solely from the general
assets of the applicable Company or its Supplemental Benefit Trust. The Trusts
are grantor trusts, the corpus and income of which are assets of the Company.
In the case of insolvency, the trust funds are subject to the claims of the
creditors of Rust and Wheelabrator and a Participant's right to assets under
such trusts shall be no greater than the right of an unsecured creditor of the
Company.
6.4 General conditions. Except as otherwise expressly provided herein,
all terms and conditions of the Savings and Retirement Plan applicable to (i) a
Retirement Account shall also be applicable to a Supplemental Retirement Account
hereunder, (ii) a Matching Account shall also be applicable to a Supplemental
Matching Account hereunder, and (iii) a Before-Tax Account shall also be
applicable to a Supplemental Before-Tax Account hereunder. Any benefit payable
under the Savings and Retirement Plan, shall be paid solely in accordance with
the terms and conditions of the Savings and Retirement Plan and nothing in this
Plan shall operate or be construed in any way to modify, amend or affect the
terms and provisions of the Savings and Retirement Plan.
6.5 Incapacity of recipient. If any person entitled to a benefit payment
under the Plan is deemed by the Committee to be incapable of personally
receiving and giving a valid receipt for such payment, then, unless and until
claim therefor shall have been made by a duly appointed guardian or other legal
representative of such person, the Committee may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be
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a payment for the account of such person and a complete discharge of any
liability of Rust, Wheelabrator, their majority-owned subsidiaries and the Plan
therefor.
6.6 Corporate successors. The Plan shall not be automatically terminated
by a transfer or sale of assets of Rust or Wheelabrator, or by the merger or
consolidation of Rust or Wheelabrator into or with any other corporation or
other entity, but the Plan shall be continued after such sale, merger or
consolidation by (i) Rust or Wheelabrator, if either survives, or (ii) if
neither survive, only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. In the event that the Plan is not
continued by such transferee, purchaser or successor entity, then the Plan shall
terminate.
6.7 Unclaimed benefit. Each Participant shall keep the Committee informed
of his current address and the current address of his spouse. The Committee
shall not be obligated to search for the whereabouts of any person. If the
location of a Participant is not made known to the Committee within three years
after the date on which payment of the Participant's benefit may first be made,
payment may be made as though the Participant had died at the end of the three-
year period. If, within one additional year after such three-year period has
elapsed, or, within three years after the actual death of a Participant, the
Committee is unable to locate any surviving spouse of the Participant, then
neither Rust nor Wheelabrator shall have no further obligation to pay any
benefit hereunder to such Participant or surviving spouse or any other person
and such benefit shall be irrevocably forfeited.
6.8 Limitations on liability. Notwithstanding any of the preceding
provisions of the Plan, none of Rust, Wheelabrator, their majority-owned
subsidiaries or any individual acting as an employee or agent of Rust,
Wheelabrator or their majority-owned subsidiaries shall be liable to any
Participant, former Participant, surviving spouse or any other person for any
claim, loss, liability or expense incurred in connection with the Plan.
6.9 Governing law. The Plan shall be construed and administered according
to the laws of Illinois to the extent that such laws are not preempted by the
laws of the United States of America.
6.10 Gender and number. Except when the context indicates to the contrary,
when used herein, masculine terms shall be deemed to include the feminine, and
singular the plural.
6.11 Headings. The headings of paragraphs are included solely for
convenience of reference, and if there is any conflict between such headings and
the text of this Plan, the text shall control.
6.12 Severability. If all or any part of this Plan is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Plan not declared
to be unlawful or invalid. Any section or part of a section so declared to be
unlawful or invalid shall, if possible, be construed in a manner which will give
effect to the terms of such section or part of a section to the fullest extent
possible while remaining lawful and valid.
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The foregoing is the true and complete text of the Wheelabrator-Rust
Supplemental Benefit Plan as amended and restated by the Administrative
Committee of the Plan on November 10, 1995.
/s/ Edward Maryniak
______________________________________
Edward Maryniak, Vice President
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EXHIBIT 5.01
WMX LETTERHEAD
November 17, 1995
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, Illinois 60521
Dear Sirs:
I am Associate General Counsel for WMX Technologies, Inc, a Delaware
corporation (the "Company"), and have acted as such in connection with the
proposed filing with the Securities and Exchange Commission expected to be made
on or about November 17, 1995 under the Securities Act of 1933, as amended, of
a Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering $15,000,000 of Deferred Compensation Obligations which
represent unsecured obligations of the Company to pay deferred compensation in
the future in accordance with the terms of Wheelabrator-Rust Supplemental
Benefit Plan (the "Plan"). In such capacity, I, or attorneys acting under my
direction, have examined the Restated Certificate of Incorporation and By-Laws
of the Company, the Plan, and such other documents of the Company as I have
deemed necessary or appropriate for the purposes of the opinion expressed
herein.
Based upon the foregoing, I advise you that, in my opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
Thomas A. Witt
Vice President, Assistant Secretary
and Associate General Counsel
/lsl
<PAGE>
EXHIBIT 5.02
WTI LETTERHEAD
November 17, 1995
Wheelabrator Technologies Inc.
Liberty Lane
Hampton, New Hampshire 03842
Ladies and Gentlemen:
In my capacity as Counsel for Wheelabrator Technologies Inc, a Delaware
corporation (the "Company"), I have represented the Company in connection with
the proposed filing with the Securities and Exchange Commission expected to be
made on or about November 17, 1995 under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
for the purpose of registering $10,000,000 of Deferred Compensation Obligations
which represent unsecured obligations of the Company to pay deferred
compensation in the future in accordance with the terms of Wheelabrator-Rust
Supplemental Benefit Plan (the "Plan"). In this connection, I, or attorneys
acting under my direction, have examined the Restated Certificate of
Incorporation and By-Laws of the Company, the Plan, and such other documents of
the Company as I have deemed necessary or appropriate for the purposes of the
opinion expressed herein.
Based upon the foregoing, I advise you that, in my opinion, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever appearing in the Registration
Statement and any amendment thereto. In giving this consent, I do not admit that
I am within the category of persons whose consent is required by Section 7 of
the Securities Act of 1933.
Very truly yours,
Jan Stern Reed
Assistant Secretary and Counsel
/lsl
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1995, included (or incorporated by reference) in the Wheelabrator
Technologies Inc. Form 10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
New York, New York
November 17, 1995
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated
February 6, 1995 (except with respect to the matter discussed in Note 17, as to
which the date is March 14, 1995), included (or incorporated by reference), in
the WMX Technologies, Inc. Form 10-K for the year ended December 31, 1994.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 17, 1995
