As filed with the Securities and Exchange Commission on July 16, 1998
Registration No. 333-56113
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 73-1309529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1001 Fannin Street
Suite 4000
Houston, Texas 77002
(713) 512-6200
(Address, including zip code, and telephone number, including area
code of Registrant's principal executive offices)
-------------------------
Waste Management, Inc. 1997 Equity Incentive Plan;
Waste Management, Inc. Replacement Stock Option Plan;
WMX Technologies, Inc. 1996 Replacement Stock Option Plan;
WMX Technologies, Inc. 1992 Stock Option Plan;
WMX Technologies, Inc. 1992 Stock Option Plan for Non-Employee Directors;
Waste Management, Inc. 1990 ServiceShares Stock Option Plan;
Waste Management, Inc. 1982 Stock Option Plan;
Wheelabrator Technologies Inc. 1992 Stock Option Plan;
Wheelabrator Technologies Inc. 1988 Stock Plan for Executive Employees of WTI
and its Subsidiaries;
Wheelabrator Technologies Inc. 1986 Stock Plan for Executive Employees of WTI
and its Subsidiaries;
Chemical Waste Management, Inc. 1990 ServiceShares Stock Option Plan;
Chemical Waste Management, Inc. 1992 Stock Option Plan;
Chemical Waste Management, Inc. 1986 Stock Option Plan
(Full titles of the Plans)
-------------------------
Gregory T. Sangalis
Waste Management, Inc.
1001 Fannin Street
Suite 4000
Houston, Texas 77002
(713) 512-6200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
This Post-Effective Amendment on Form S-8 to Form S-4 Registration Statement
relates to 16,017,837 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Waste Management, Inc., formerly known as USA Waste
Services, Inc. (the "Registrant"). Such shares are issuable to holders of
outstanding options to purchase shares of Common Stock, par value $1.00 per
share, of Waste Management Holdings, Inc. ("Old Waste Management"), a
wholly-owned subsidiary of the Registrant that was formerly known as Waste
Management, Inc., which options were assumed by the Registrant upon the
effective time of the merger of a subsidiary of the Registrant with and into Old
Waste Management (the "Merger") on July 16, 1998. These shares of Common Stock
were originally registered on the Registrant's Registration Statement on Form
S-4 to which this is an amendment; accordingly, the registration fee in respect
of such Common Stock was paid at the time of the original filing of the
Registration Statement relating to such Common Stock.
<PAGE>
2
EXPLANATORY NOTE
Pursuant to an Agreement and Plan of Merger, dated as of March 10,
1998 (the "Merger Agreement"), by and among the Registrant, Waste Management
Holdings, Inc. (formerly known as Waste Management, Inc.) ("Old Waste
Management") and Dome Merger Subsidiary, Inc. ("Merger Sub"), among other
things, (i) Merger Sub merged with and into Old Waste Management, with Old Waste
Management continuing as the surviving corporation and changing its name to
"Waste Management Holdings, Inc.", (ii) the Registrant changed its name to
"Waste Management, Inc.", (iii) each share of common stock, par value $1.00 per
share, of Old Waste Management ("Old Waste Management Common Stock") issued and
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") was converted into the right to receive 0.725 of a share of
common stock, par value $.01 per share, of the Registrant ("Registrant Common
Stock"), and (iv) at the Effective Time, shares of Registrant Common Stock,
rather than shares of Old Waste Management Common Stock, became issuable
pursuant to the following plans: Waste Management, Inc. 1997 Equity Incentive
Plan, Waste Management, Inc. Replacement Stock Option Plan, WMX Technologies,
Inc. 1996 Replacement Stock Option Plan, WMX Technologies, Inc. 1992 Stock
Option Plan, WMX Technologies, Inc. 1992 Stock Option Plan for Non-Employee
Directors, Waste Management, Inc. 1990 ServiceShares Stock Option Plan, Waste
Management, Inc. 1982 Stock Option Plan, Wheelabrator Technologies Inc. 1992
Stock Option Plan, Wheelabrator Technologies Inc. 1988 Stock Plan for Executive
Employees of WTI and its Subsidiaries, Wheelabrator Technologies Inc. 1986 Stock
Plan for Executive Employees of WTI and its Subsidiaries, Chemical Waste
Management, Inc. 1990 ServiceShares Stock Option Plan, Chemical Waste
Management, Inc. 1992 Stock Option Plan, and the Chemical Waste Management, Inc.
1986 Stock Option Plan (the "Old Waste Management Plans").
The Registrant hereby amends its Registration Statement on Form S-4
(No. 333-56113), declared effective on June 8, 1998, by filing this
Post-Effective Amendment No. 1 on Form S-8 relating to up to 16,017,837 shares
of Registrant Common Stock issuable upon the exercise of options to acquire or
receive shares of Registrant Common Stock pursuant to the provisions of the Old
Waste Management Plans.
<PAGE>
3
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the "Note" to
Part I of Form S-8.
<PAGE>
4
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (the name of which was changed
to Waste Management, Inc. on July 16, 1998 in connection with the Merger) are
hereby incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(c) Current Reports on Form 8-K dated March 10, 1998 and July 16,
1998.
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on July 1, 1993, as amended on Form 8-B
filed with the Commission on July 13, 1995.
(e) Joint Proxy Statement/Prospectus of the Registrant and Old
Waste Management, dated June 9, 1998, on Schedule 14A, filed with the
Commission on June 10, 1998.
The following documents filed with the Commission by Old Waste
Management are also incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(c) Current Reports on Form 8-K of Waste Management dated January
5, 1998, January 29, 1998, February 24, 1998, March 11, 1998, May 15,
1998, June 15, 1998 and June 29, 1998.
(d) Joint Proxy Statement/Prospectus of the Registrant and Old
Waste Management, dated June 9, 1998, on Schedule 14A, filed with the
Commission on June 10, 1998.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof 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
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded
<PAGE>
5
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law ("DGCL") allows
a corporation to eliminate the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except in cases where the director breached his or her duty
of loyalty to the corporation or its stockholders, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of the law, willfully
or negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Charter")
contains a provision which eliminates directors' personal liability as set forth
above.
The Charter and the Bylaws of the Registrant provide in effect that
the Registrant shall indemnify its directors and officers, and may indemnify its
employees and agents, to the extent permitted by the DGCL. Section 145 of the
DGCL provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director,
officer, employee or agent acted in good faith and in a manner he or she
reasonable believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe that his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorney's fees), actually and reasonably incurred in connection with
the defense or settlement of such action or suit provided that such
<PAGE>
6
person acted in good faith and in a manner he or she reasonable believed to be
in or not opposed to the best interest of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonable entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
of the DGCL or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonable incurred by him or her in connection therewith; that indemnification
provided by Section 145 of the DGCL shall not be deemed exclusive of any other
rights to which the party seeking indemnification may be entitled; and the
corporation is empowered to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the DGCL; and that, unless indemnification is ordered by a court, the
determination that indemnification under subsections (a) and (b) of Section 145
of the DGCL is proper because the director, officer, employee or agent has met
the applicable standard of conduct under such subsections shall be made to a
person who is or director or officer at the time or such determination (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 145(g) of the DGCL.
The Registrant has entered into Indemnification Agreements with
certain of its directors and executive officers. Such Indemnification Agreements
provide that such persons (the "Indemnitees") will be indemnified and held
harmless from all expenses, including (without limitation) reasonable fees and
expenses of counsel, and all liabilities, including (without limitation) the
amount of any judgements, fines, penalties, excise taxes and amounts paid in
settlement, actually incurred by an Indemnitee with respect to any threatened,
pending or completed claim, action (including any action by or in the right of
the Registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the Registrant
or serving at the request of the Registrant as a director, officer, employee,
fiduciary or representative of another enterprise. Such Indemnification
Agreements also provide that the Registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee subject to the
obligation of the Indemnitee to refund if it is ultimately determined that such
Indemnitee was not entitled to indemnification.
<PAGE>
7
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:*
4.1 Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
reference to Exhibit A to Old Waste Management's Proxy Statement
for its 1997 Annual Meeting of Shareholders).
4.2 WMX Technologies, Inc. 1996 Replacement Stock Option Plan
(incorporated by reference to Exhibit 4.13 to Old Waste
Management's Registration Statement on Form S-8, File No.
333-01325).
4.3 WMX Technologies, Inc. 1992 Stock Option Plan (incorporated by
reference to Exhibit 10.31 to Old Waste Management's Registration
Statement on Form S-1, File No. 33-44849).
4.4 WMX Technologies, Inc. 1992 Stock Option Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.23 to Old Waste
Management's 1996 Annual Report on Form 10-K).
4.5 Waste Management, Inc. 1982 Stock Option Plan, as amended to March
11, 1988 (incorporated by reference to Exhibit 10.3 to Old Waste
Management's 1988 Annual Report on Form 10-K).
4.6 Wheelabrator Technologies Inc. 1992 Stock Option Plan (incorporated
by reference to Exhibit 10.45 to the 1991 Annual Report on Form
10-K of Wheelabrator Technologies Inc.).
- ---------------
* In the case of incorporation by reference to documents filed under the
Exchange Act, Old Waste Management's file number under the Exchange Act
is 1-7327, Chemical Waste Management, Inc.'s file number was 1-9253 and
Wheelabrator Technologies Inc.'s file number is 0-14246.
<PAGE>
8
4.7 Wheelabrator Technologies Inc. 1988 Stock Plan for Executive
Employees of WTI and its Subsidiaries (incorporated by reference to
Exhibit 28.1 to Amendment No. 1 to the Registration Statement of
Wheelabrator Technologies Inc. on Form S-8, File No. 33-31523).
4.8 Wheelabrator Technologies Inc. 1986 Stock Plan for Executive
Employees of WTI and its Subsidiaries (incorporated by reference to
Exhibit 28.2 to Amendment No. 1 to the Registration Statement of
Wheelabrator Technologies Inc. on Form S-8, File No. 33-31523).
4.9 Chemical Waste Management, Inc. 1992 Stock Option Plan
(incorporated by reference to Exhibit 10.19 to the 1991 Annual
Report on Form 10-K of Chemical Waste Management, Inc.).
4.10 Chemical Waste Management, Inc. 1986 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Chemical Waste
Management, Inc.'s 1989 Annual Report on Form 10-K).
4.11 Amendments dated as of September 7, 1990 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.02 to the 1990 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.12 Amendment dated as of November 1, 1990 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.04 to the 1990 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.13 Amendment dated as of November 1, 1990 to the WTI 1986 Stock Plan
(incorporated by reference to Exhibit 19.03 to the 1990 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.14 Amendment dated as of December 6, 1991 to the WTI 1986 Stock Plan
(incorporated by reference to Exhibit 19.01 to the 1991 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.15 Amendment dated as of December 6, 1991 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.02 to the 1991 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.16 Form of Amendment to the Waste Management, Inc. 1996 Replacement
Stock Option Plan, Waste Management, Inc. 1992 Stock Option Plan
for Non-Employee Directors, Waste Management, Inc. 1990
ServiceShares Stock Option Plan, Waste Management, Inc. 1982 Stock
Option Plan, Wheelabrator Technologies, Inc. 1992 Stock Option
Plan, Chemical Waste Management, Inc. 1990 ServiceShares Stock
Option Plan and Chemical Waste Management, Inc. 1992 Stock Option
Plan of Old Waste Management, effective as of March 10, 1998.
4.17 Restated Certificate of Incorporation of Registrant, as amended
(incorporated by reference to Exhibit 3.2 to the Registrant's
Current Report on Form 8-K dated July 16, 1998).
4.18 By-laws (incorporated by reference to Exhibit 3.2 to the
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-4, File No. 33-60103).
4.19 Agreement and Plan of Merger (previously filed as Annex A to the
joint proxy statement/prospectus included in the Registrant's
Registration Statement on Form S-4 (File No. 333-56113) filed on
June 5, 1998).
5.1* Opinion of Shearman & Sterling regarding the legality of the Common
Stock being registered hereby.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
- ------------------------
* Previously filed.
<PAGE>
9
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), 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; and
(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 Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-8
to Form S-4 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas
on the 16th day of July, 1998.
WASTE MANAGEMENT, INC.
(Registrant)
By: /s/ John E. Drury
-------------------------------------
John E. Drury
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and executive officers of WASTE
MANAGEMENT, INC., hereby severally constitute John E. Drury, Earl E. DeFrates
and Gregory T. Sangalis and each of them singly, our true and lawful attorneys
with full power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all amendments to the registration statement
filed with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys to any and
all amendments to said registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to Form S-4 Registration Statement
has been signed by the following persons in the capacities indicated on the 16th
day of July, 1998.
Signature Title
- --------- -----
/s/ John E. Drury Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
John E. Drury
/s/ Rodney R. Proto President, Chief Operating Officer
- -------------------------------- and Director
Rodney R. Proto
/s/ Earl E. DeFrates Executive Vice President and Chief
- -------------------------------- Financial Officer (Principal Financial
Earl E. DeFrates Officer)
/s/ Bruce E. Snyder Vice President and Chief Accounting
- -------------------------------- Officer (Controller/Principal
Bruce E. Snyder Accounting Officer)
<PAGE>
Signature Title
- --------- -----
/s/ H. Jesse Arnelle Director
- ----------------------------------
H. Jesse Arnelle
/s/ Dr. Pastora San Juan Cafferty Director
- ----------------------------------
Dr. Pastora San Juan Cafferty
/s/ Ralph F. Cox Director
- ----------------------------------
Ralph F. Cox
/s/ Richard J. Heckmann Director
- ----------------------------------
Richard J. Heckmann
/s/ Roderick M. Hills Director
- ----------------------------------
Roderick M. Hills
/s/ Richard D. Kinder Director
- ----------------------------------
Richard D. Kinder
/s/ Robert S. Miller Director (Non-Executive Chairman of
- ---------------------------------- the Board)
Robert S. Miller
/s/ Paul M. Montrone Director
- ----------------------------------
Paul M. Montrone
/s/ John C. Pope Director
- ----------------------------------
John C. Pope
/s/ Steven G. Rothmeier Director
- ----------------------------------
Steven G. Rothmeier
/s/ Ralph V. Whitworth Director
- ----------------------------------
Ralph V. Whitworth
/s/ Jerome B. York Director
- ----------------------------------
Jerome B. York
<PAGE>
Exhibit Index
Exhibit No. Description of Document*
4.1 Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
reference to Exhibit A to Old Waste Management's Proxy Statement
for its 1997 Annual Meeting of Shareholders).
4.2 WMX Technologies, Inc. 1996 Replacement Stock Option Plan
(incorporated by reference to Exhibit 4.13 to Old Waste
Management's Registration Statement on Form S-8, File No.
333-01325).
4.3 WMX Technologies, Inc. 1992 Stock Option Plan (incorporated by
reference to Exhibit 10.31 to Old Waste Management's Registration
Statement on Form S-1, File No. 33-44849).
4.4 WMX Technologies, Inc. 1992 Stock Option Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.23 to Old Waste
Management's 1996 Annual Report on Form 10-K).
4.5 Waste Management, Inc. 1982 Stock Option Plan, as amended to March
11, 1988 (incorporated by reference to Exhibit 10.3 to Old Waste
Management's 1988 Annual Report on Form 10-K).
4.6 Wheelabrator Technologies Inc. 1992 Stock Option Plan (incorporated
by reference to Exhibit 10.45 to the 1991 Annual Report on Form
10-K of Wheelabrator Technologies Inc.).
4.7 Wheelabrator Technologies Inc. 1988 Stock Plan for Executive
Employees of WTI and its Subsidiaries (incorporated by reference to
Exhibit 28.1 to Amendment No. 1 to the Registration Statement of
Wheelabrator Technologies Inc. on Form S-8, File No. 33-31523).
- ---------------
* In the case of incorporation by reference to documents filed under the
Exchange Act, Old Waste Management's file number under the Exchange Act
is 1-7327, Chemical Waste Management, Inc.'s file number was 1-9253 and
Wheelabrator Technologies Inc.'s file number is 0-14246.
<PAGE>
4.8 Wheelabrator Technologies Inc. 1986 Stock Plan for Executive
Employees of WTI and its Subsidiaries (incorporated by reference to
Exhibit 28.2 to Amendment No. 1 to the Registration Statement of
Wheelabrator Technologies Inc. on Form S-8, File No. 33-31523).
4.9 Chemical Waste Management, Inc. 1992 Stock Option Plan
(incorporated by reference to Exhibit 10.19 to the 1991 Annual
Report on Form 10-K of Chemical Waste Management, Inc.).
4.10 Chemical Waste Management, Inc. 1986 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to Chemical Waste
Management, Inc.'s 1989 Annual Report on Form 10-K).
4.11 Amendments dated as of September 7, 1990 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.02 to the 1990 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.12 Amendment dated as of November 1, 1990 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.04 to the 1990 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.13 Amendment dated as of November 1, 1990 to the WTI 1986 Stock Plan
(incorporated by reference to Exhibit 19.03 to the 1990 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.14 Amendment dated as of December 6, 1991 to the WTI 1986 Stock Plan
(incorporated by reference to Exhibit 19.01 to the 1991 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.15 Amendment dated as of December 6, 1991 to the WTI 1988 Stock Plan
(incorporated by reference to Exhibit 19.02 to the 1991 Annual
Report on Form 10-K of Wheelabrator Technologies Inc.).
4.16 Form of Amendment to the Waste Management, Inc. 1996 Replacement
Stock Option Plan, Waste Management, Inc. 1992 Stock Option Plan
for Non-Employee Directors, Waste Management, Inc. 1990
ServiceShares Stock Option Plan, Waste Management, Inc. 1982 Stock
Option Plan, Wheelabrator Technologies, Inc. 1992 Stock Option
Plan, Chemical Waste Management, Inc. 1990 ServiceShares Stock
Option Plan and Chemical Waste Management, Inc. 1992 Stock Option
Plan of Old Waste Management, effective as of March 10, 1998.
<PAGE>
4.17 Restated Certificate of Incorporation of Registrant, as amended
(incorporated by reference to Exhibit 3.2 to the Registrant's
Current Report on Form 8-K dated July 16, 1998).
4.18 By-laws (incorporated by reference to Exhibit 3.2 to the
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-4, File No. 33-60103).
4.19 Agreement and Plan of Merger (previously filed as Annex A to the
joint proxy statement/prospectus included in the Registrant's
Registration Statement on Form S-4 (File No. 333-56113) filed on
June 5, 1998).
5.1* Opinion of Shearman & Sterling regarding the legality of the Common
Stock being registered hereby.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
- ------------------------
* Previously filed.
EXHIBIT 4.16
<PAGE>
EXHIBIT 4.16
LIST OF PLANS TO WHICH THE ATTACHED
FORM OF AMENDMENT APPLIES
Waste Management, Inc. 1996 Replacement Stock Option Plan
Waste Management, Inc. 1992 Stock Option Plan
Waste Management, Inc. 1992 Stock Option Plan for Non-Employee Directors
Waste Management, Inc. 1990 ServiceShares Stock Option Plan
Waste Management, Inc. 1982 Stock Option Plan
Wheelabrator Technologies, Inc. 1992 Stock Option Plan
Chemical Waste Management, Inc. 1990 ServiceShares Stock Option Plan
Chemical Waste Management, Inc. 1992 Stock Option Plan
<PAGE>
FORM OF AMENDMENT
TO THE
[PLAN NAME]
WHEREAS, ________________ (the "Company"), sponsors and maintains
the [INSERT APPLICABLE PLAN NAME] (the "Plan"); and
WHEREAS, the Board of Directors or any authorized committee
thereof is authorized under the terms of the Plan to amend the Plan at any time;
and
WHEREAS, the management of the Company has recommended that the
Plan be amended to provide the Company with the ability to settle stock options
that are put to the Company in the context of a transaction that constitutes a
"Change in Control" (as defined in the Plan) by the issuance of shares of stock
to enable the Company to comply with certain requirements applicable to the
pooling-of-interests method of accounting; and
WHEREAS, the Compensation and Stock Option Committee has reviewed
and concurs with such recommendation;
NOW, THEREFORE, the Company hereby amends the Plan, effective
March 10, 1998, as follows:
1. The Plan is amended by adding at the end thereof the following
provision to read:
Payment in Stock. Notwithstanding anything in this Plan
or in any option agreement to the contrary, in the event that an
optionee requires the Company to purchase from him or her any or
all unexercised options pursuant to the Change in Control
provisions of this Plan, the amount payable to such optionee by
the Company or acquiror, as the case may be, shall not be paid in
cash if, in the opinion of the Committee, it would be in the best
interests of the Company that such amount be paid in stock, in
which case such amount shall be paid in stock as the Committee
shall determine.
2. Except as set forth herein, the provisions of the Plan shall
remain in effect.
<PAGE>
IN WITNESS WHEREOF, this Amendment has been executed as of March
10, 1998, by a duly authorized officer of the Company.
s/ NAME
----------------------
NAME AND TITLE
EXHIBIT 23.1
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this post-effective amendment to Form S-4 on Form S-8 filed by USA
Waste Services, Inc. (which is expected to change its name to Waste Management,
Inc. on July 15, 1998) of our report dated February 24, 1998 (except with
respect to the matters discussed in Note 19, as to which the date is March 17,
1998) included or incorporated by reference in Waste Management, Inc.'s Form
10-K for the year ended December 31, 1997.
s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
July 14, 1998
EXHIBIT 23.2
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 Registration Statement Under the Securities Act of
1933 (File No. 333-56113) of our report dated March 16, 1998, on our audits of
the consolidated financial statements of USA Waste Services, Inc.
s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
July 15, 1998
