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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
AMENDMENT NO. 3
(FINAL AMENDMENT)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
WASTE MANAGEMENT INTERNATIONAL PLC
(NAME OF ISSUER)
WASTE MANAGEMENT, INC.
WASTE MANAGEMENT INTERNATIONAL PLC
(NAMES OF PERSONS FILING STATEMENT)
ORDINARY SHARES OF 10P EACH
AMERICAN DEPOSITARY SHARES, EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS,
EACH REPRESENTING TWO ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
94090610 (AMERICAN DEPOSITARY SHARES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
GREGORY T. SANGALIS, ESQ. CHRISTOPHER GOWER
SENIOR VICE PRESIDENT AND GENERAL COMPANY SECRETARY
COUNSEL WASTE MANAGEMENT INTERNATIONAL PLC
WASTE MANAGEMENT, INC. 3 SHORTLANDS
1001 FANNIN, SUITE 4000 HAMMERSMITH INTERNATIONAL CENTRE
HOUSTON, TEXAS 77002 LONDON, W6 8RX, ENGLAND
TELEPHONE: (713) 512-6200 TELEPHONE: 44-181-563-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
CHARLES W. MULANEY, JR. ESQ. JEFFREY TWENTYMAN
GARY P. CULLEN, ESQ. SLAUGHTER AND MAY
SKADDEN, ARPS, SLATE, 35 BASINGHALL STREET
MEAGHER & FLOM (ILLINOIS) LONDON, EC2V5DB, ENGLAND
333 WEST WACKER DRIVE TELEPHONE: 44-171-600-1200
CHICAGO, IL 60606
TELEPHONE: (312) 407-0700
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
This statement is filed in connection with (check the appropriate box):
a.[_The]filing of solicitation materials or an information statement subject
to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR
240.14c-1 to 240.14c-101] or Rule 13e-3c) [(S) 240.13e-3(c)] under the
Securities Exchange Act of 1934.
b.[_The]filing of a registration statement under the Securities Act of 1933.
c.[_A]tender offer.
d.[XNone]of the above.
Check the following box if the soliciting materials referred to in checking
box (a) are preliminary copies: [_]
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INTRODUCTION
This Amendment No. 3 is the final amendment (the "Final Amendment") to the
Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Transaction
Statement") filed pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Pursuant to Rule 13e-3(d)(3) of the
Exchange Act, the Final Amendment reports the results of the Scheme in respect
of Waste Management International plc, a company incorporated with limited
liability and registered in England and Wales (the "Company"), pursuant to
which the Company has become an indirect, wholly-owned subsidiary of Waste
Management, Inc. ("WMI"), a Delaware corporation. All information set forth
below should be read in connection with the information contained or
incorporated by reference in the Transaction Statement as previously amended.
Unless otherwise indicated, capitalized terms used and not defined herein have
the respective meanings ascribed thereto in the Transaction Statement as
previously amended.
Pursuant to the terms and conditions of the Scheme, on October 7, 1998,
holders of Scheme Shares approved the Scheme at the Court Meeting convened by
order of the English High Court and holders of Ordinary Shares passed a
resolution at the Extraordinary General Meeting. On November 2, 1998, the
English High Court sanctioned the Scheme. On November 3, 1998, an office copy
of the Court Order was filed with, and registered by, the Registrar of
Companies in England and Wales whereupon the Scheme became effective and
binding.
Pursuant to the terms and conditions of the Scheme, once the Scheme became
effective each Scheme Shareholder thereafter ceased to have any rights with
respect to Scheme Shares, except the right to receive, without interest, the
Ordinary Shares Consideration. Similarly, holders of ADRs ceased to have any
rights with respect to such ADRs, except the right to receive, without
interest, the ADRs Consideration in accordance with the terms of the Deposit
Agreement which is described in the Transaction Statement.
Immediately prior to the Scheme becoming effective, WMI directly or
indirectly owned approximately 80% of the outstanding share capital of the
Company. After the Scheme became effective, WMI directly or indirectly owned
100% of the outstanding share capital of the Company.
Pursuant to the terms and conditions of the Scheme, on November 3, 1998, the
Dollar Exchange Rate for converting from the Sterling Consideration to the
Dollar Consideration was set at 1.6568 US dollars per pound sterling.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
Item 1 of the Transaction Statement is hereby amended and supplemented as
follows:
(c) Upon consummation of the Scheme, the Ordinary Shares ceased to be
qualified for listing on the London Stock Exchange. Accordingly, on November
3, 1998, the London Stock Exchange was requested to cancel the listing of the
Ordinary Shares and the Ordinary Shares were, therefore, delisted.
Similarly, upon consummation of the Scheme, the ADRs ceased to be qualified
for listing on the New York Stock Exchange. Upon the Scheme becoming
effective, registration of the ADRs under the Exchange Act was terminated and
appropriate measures to delist the ADRs from the New York Stock Exchange were
taken.
(f) The Introduction to this Final Amendment to the Transaction Statement is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
Item 5 of the Transaction Statement is hereby amended and supplemented as
follows:
The Scheme became effective and binding on November 3, 1998, when an office
copy of the Court Order was filed with, and registered by, the Registrar of
Companies in England and Wales.
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On November 3, 1998, the Independent Directors resigned from the Company
Board.
WMI plans to liquidate the Company. It is expected that such liquidation will
be complete by the end of the fourth quarter of 1998.
The Introduction to this Final Amendment to the Transaction Statement is
incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
Item 7 of the Transaction Statement is hereby amended and supplemented as
follows:
The Introduction to this Final Amendment to the Transaction Statement is
incorporated herein by reference.
ITEM 10. INTERESTS IN SECURITIES OF THE ISSUER
Item 10 of the Transaction Statement is hereby amended and supplemented as
follows:
The Introduction to this Final Amendment to the Transaction Statement is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
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<C> <S> <C>
17(b)(1) Fairness opinion of KPMG Corporate Finance, a division of
KPMG. ) Reference is made to Schedule D of the Transaction
Statement)*
17(b)(2) Fairness opinion of Merrill Lynch & Co., Inc. (Reference
is made to Schedule E of the Transaction Statement)*
17(b)(3) Materials prepared for the Independent Directors of Waste
Management International plc by KPMG Corporate Finance, a
division of KPMG.*
17(b)(4) Materials prepared for the Board of Directors of Waste
Management, Inc. by Merrill Lynch & Co., Inc.*
17(c)(1) Deposit Agreement dated as of April 1, 1992, among
Citibank, N.A., as Depositary, the Company, and the
holders from time to time of ADRs.*
17(c)(2) Notice to ADR holders from the Depositary.*
17(d)(1) Scheme of Arrangement Document, dated September 7, 1998.
(Reference is made to Schedule A of the Transaction
Statement)*
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*Previously filed.
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF OUR KNOWLEDGE AND BELIEF, WE CERTIFY
THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
November 13, 1998
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(Date)
Waste Management, Inc.
/s/ Gregory T. Sangalis
By: _________________________________
(Signature)
Name: Gregory T. Sangalis
Title: Senior Vice President
Waste Management, Inc.
(Name and Title)
Waste Management International plc
/s/ Christopher Gower
By: _________________________________
(Signature)
Name: Christopher Gower
Title: Company Secretary
Waste Management International plc
(Name and Title)
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