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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 20, 1997
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.)
4 Liberty Lane West, Hampton, New Hampshire 03842
(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.
On June 20, 1997, the registrant issued a news release announcing that its
parent company, Waste Management, Inc. ("Waste Management") has offered to
acquire all of the outstanding publicly held shares of the registrant that Waste
Management does not already own. A copy of the news release is filed herewith as
an exhibit and incorporated herein by reference.
At a special meeting of the registrant's Board of Directors on June 24,
1997, the Waste Management proposal was referred to a special committee
consisting of independent directors Paul M. Meister and Lt. Gen. Thomas P.
Stafford.
Item 7. Financial Statements, Pro Forma and Financial Information and Exhibits.
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/ Thomas A. Witt
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Thomas A. Witt
Secretary
Dated: June 25, 1997
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WHEELABRATOR TECHNOLOGIES INC.
EXHIBIT INDEX
Number and Description of Exhibit*
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1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated June 20, 1997
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* Exhibits not listed are inapplicable
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Exhibit 99.1
Analyst Contact: Media Contact:
Robert J. Gagalis Patti Powers
(603) 929-3493 (603) 929-3377
WHEELABRATOR TECHNOLOGIES INC. RECEIVES PROPOSAL FROM WASTE MANAGEMENT, INC. FOR
ACQUISITION OF PUBLIC SHARES
Hampton, New Hampshire, June 20, 1997 -- Wheelabrator Technologies Inc. today
announced that its parent company, Waste Management, Inc., has offered to
acquire all of the outstanding publicly held Wheelabrator shares that Waste
Management does not already own.
Under the proposal, holders of Wheelabrator shares would receive $15.00 for each
share of Wheelabrator common stock held. The consideration represents an
approximately 15 percent premium to the closing price of $13.00 of Wheelabrator
common stock on the New York Stock Exchange on June 19, 1997. Waste Management
owns approximately 67 percent of Wheelabrator's 157 million outstanding shares.
Wheelabrator management indicated that it expects the Company's Board of
Directors to appoint a special committee of independent directors to which the
proposal would be referred. The Waste Management proposal would be subject to
the approval of both the special committee and holders of a majority of
Wheelabrator outstanding shares other than shares held by Waste Management. The
special committee is expected to engage the services of a law firm as its
independent counsel and to select an investment banking firm to advise it on the
proposal.
Wheelabrator Technologies is an environmental services company primarily engaged
in the ownership and operation of trash-to-energy, waste-fuel-powered
independent power and biosolids management facilities.
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