<PAGE>
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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
SEPTEMBER 16, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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WHEELABRATOR TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-14246 22-2678047
(COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
LIBERTY LANE, HAMPTON, MASSACHUSETTS 30842
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(603) 929-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 5. Other Events.
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On September 16, 1996, the registrant issued a news release in
conjunction with United States Filter Corporation ("USF") announcing two
transactions pursuant which USF will acquire the registrant's water process and
manufacturing units and the two companies will form a joint venture establishing
a water and wastewater treatment services organization. A copy of the news
release 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 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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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.
WHEELABRATOR TECHNOLOGIES INC.
By: /s/ John D. Sanford
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John D. Sanford
Executive Vice President
Dated: September 18, 1996
3
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WHEELABRATOR TECHNOLOGIES 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
99.1 News release dated September 16, 1996 issued by Wheelabrator Technologies
Inc.
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* Exhibits not listed are inapplicable.
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Exhibit 99.1
For U.S. Filter: For Wheelabrator Technologies:
Dorrie B. Osborne Analysts: John Sanford Media: Bill Plunkett
(619) 340-0098 (630) 572-8803 (630) 572-8898
UNITED STATES FILTER CORPORATION AND WMX'S WHEELABRATOR
TECHNOLOGIES ANNOUNCE TWO MAJOR WATER TRANSACTIONS
- Filter To Acquire Wheelabrator's Water Process and Manufacturing Units
for $385 Million in Cash
- Companies to Form Leading North American Company to Pursue Market
Opportunities in Municipal and Industrial Water and Wastewater
Treatment Operations, Privatization and Outsourcing
Palm Desert, California and Oak Brook, Illinois, September 16, 1996 -- United
States Filter Corporation (NYSE: USF) and WMX Technologies, Inc.'s (NYSE: WMX)
Wheelabrator Technologies Inc. (NYSE: WTI) subsidiary today jointly announced
two transactions under which U.S. Filter will expand its water technologies
leadership by acquiring all of Wheelabrator's industrial water process and
manufacturing units, and the two companies will create a joint venture company
establishing North America's leading private water and wastewater treatment
services organization serving both municipal and industrial markets.
Under a definitive agreement signed over the weekend, U.S. Filter will acquire
Wheelabrator's industrial water process and manufacturing businesses for $385
million in cash. Revenues for the businesses to be acquired are expected to be
approximately $465 million for 1996. U.S. Filter believes the transaction will
be additive to earnings this fiscal year.
These units provide a broad range of water and wastewater engineering,
technology and systems. They include: Wheelabrator's HPD, CPC Engineering,
Johnson Screens, Wiesemann, Memtek, Westates Carbon, The Wheelabrator
Corporation and Custom Engineered Systems businesses located in the United
States as well as Rossmark, The Netherlands, Darchet Engineering, Singapore, Sun
Chi, Taiwan and additional subsidiaries in England, Ireland, France, Spain,
Japan and Australia. In addition, several minority ownerships are included.
Separately, U.S. Filter and Wheelabrator have reached an agreement in principle
to establish a new, equally-owned company to develop, finance, own and operate
water and wastewater treatment infrastructure in North America. The joint
venture, which will have approximately $100 million in annual revenue at its
inception, will operate more than 200 municipal and industrial water and
wastewater treatment projects, making it North America's leading such enterprise
of its type.
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The agreement calls for Wheelabrator, a majority owned subsidiary of WMX
Technologies, to contribute its EOS contract operations group, which manages
water, wastewater and groundwater treatment facilities, and its municipal and
industrial water and wastewater treatment facilities development groups, which
develop opportunities for long-term, on-site water system services through
privatization and outsourcing. U.S. Filter will contribute certain assets
through which it builds, owns and operates high-purity industrial water and
wastewater treatment facilities.
"Together these transactions will make U.S. Filter the preeminent company in the
water and wastewater technologies marketplace," said Richard J. Heckmann,
Chairman and Chief Executive Officer of U.S. Filter. "The joint venture with
Wheelabrator will create an enterprise of unmatched capability and technical
resources -- one singularly positioned to pursue the huge opportunity available
in the privatization of municipal water works and the outsourcing of industrial
process water and wastewater treatment facilities. The fit with our recently
announced waterworks distribution networks will make U.S. Filter the leading
provider of equipment, parts, services and operations nationwide. Our
annualized revenues will now approach $2 billion.
"These transactions continue to expand U.S. Filter as the leading one-stop shop
for water services and technology. This relationship will extend our reach and
resources, and provide our customers with access to a wider range of services
and technology offerings, financial strength, demonstrated credibility and an
ability to manage major projects better than any competitor in the water
business. The U.S. Filter-Wheelabrator joint venture is a tremendous fit that
will enable us to build a strategic platform that we believe is unmatched in the
water services marketplace," Mr. Heckmann added.
Phillip B. Rooney, Chief Executive Officer of WMX and Wheelabrator said, "Most
important, our joint venture with U.S. Filter will allow Wheelabrator to
concentrate its existing focus on municipal public-private partnerships and
industrial outsourcing customers. The joint venture allows us to partner with
an industry leader whose technology, equipment and network of more than 300
offices will broaden our reach and level of service to an expanded base of
customers. Aligned with U.S. Filter, we will be able to grow our water project
business more broadly and rapidly than we could have with our existing
organization and resources."
Mr. Rooney noted that the cash generated by the asset sale would be used by
Wheelabrator for strategic core business investment, debt reduction and share
repurchases. He said the transaction would be accretive to Wheelabrator.
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"The new company will have the support of WMX Technologies and access to WMX's
client base, with particular emphasis on plant operations requirements of our
customers," Mr. Rooney said. Additionally, he said he anticipates the new joint
venture company would develop an affiliation with WMX's Waste Management
International plc subsidiary to provide it with marketing, technical and
operational support for projects developed overseas.
John Goody, currently Chief Executive Officer of Wheelabrator Water
Technologies, will become CEO of the joint venture, which will be based in Oak
Brook, Ill. Michael J. Reardon, in addition to serving in his current role of
Executive Vice President of U.S. Filter, will serve as the new joint venture's
President and Chief Operating Officer.
Both transactions are expected to be completed in the fourth quarter. The sale
is subject to the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
"In the United States, more than 30 cities with $3 billion of water and
wastewater treatment assets are seriously considering privatization of
wastewater treatment facilities," Mr. Rooney said. "If privatized, these
facilities would generate annual revenue of $1 billion a year and an $18-billion
backlog. Additionally, more than $30 billion of assets are estimated as
privatizable in some form," he said.
The industrial outsourcing market for process and high-purity water and
wastewater in the U.S. is estimated to grow at a rate of 30 percent a year,
building toward $15 billion by the year 2005, according to Mr. Rooney.
U.S. Filter is a leading global provider of industrial and commercial water and
wastewater treatment systems and services. With corporate offices in Palm
Desert, Cal., U.S. Filter services its customers and substantial installed base
of systems through its worldwide network of 170 sales and service facilities,
including 22 manufacturing plants and 35 regeneration facilities. The Company's
technologies are driven by approximately 1,000 active international patents and
patent filings.
Wheelabrator Technologies Inc. is a diversified global environmental
technologies company, providing municipalities and industry with clean energy
and clean water. The Company is a pioneer in the privatization of municipal
infrastructure and develops water, wastewater, composting, biosolids, trash-to-
energy and independent power solutions for communities and industries worldwide.
Wheelabrator is a majority-owned subsidiary of WMX Technologies, Inc., the
world's leading environmental services company.
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