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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
December 8, 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 December 8, 1997, the registrant issued a news release announcing that
it had executed a definitive merger agreement with its parent company, Waste
Management, Inc. ("Waste Management"), under which Waste Management will 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.
Item 7. Financial Statements, Pro Forma and 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/ Thomas A. Witt
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Thomas A. Witt
Secretary
Dated: December 10, 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 December 8, 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 AND WASTE MANAGEMENT REACH MERGER AGREEMENT
Hampton, New Hampshire, December 8, 1997 -- Wheelabrator Technologies Inc.
announced today that it has executed a definitive merger agreement with Waste
Management, Inc. under which Waste Management will acquire all of the
approximately 53 million Wheelabrator shares which it does not already own.
Waste Management owns approximately 67 percent of Wheelabrator.
Under the proposal, Wheelabrator shareholders will receive $16.50 per share in
cash. The total consideration to be paid by Waste Management is approximately
$870 million. The price represents a 10 percent increase over Waste
Management's initial offer dated June 20, 1997.
The agreement has been approved by a special committee of Wheelabrator
independent directors formed earlier this year to consider the Waste Management
proposal. The Wheelabrator special committee was advised by Goldman, Sachs &
Co. and Lazard Freres & Co. LLC. The agreement was also approved by the
Boards of Directors of Wheelabrator and Waste Management earlier today.
The transaction, which will be taxable to Wheelabrator's shareholders under the
terms of the agreement announced today, remains subject to the approval of the
holders of a majority of Wheelabrator's outstanding shares, other than those
held by Waste Management, voting at a special meeting of Wheelabrator
shareholders that will be called for this purpose. Wheelabrator currently
expects to communicate details of the proposed merger and to conduct the
special meeting of shareholders to consider the agreement late in the first
quarter of 1998.
Wheelabrator Technologies Inc. is an environmental services company primarily
engaged in the ownership and operation of solid waste-to-energy, other waste-
fueled powered independent power and biosolids management facilities.
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