<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000
REGISTRATION NO. 33-84990
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------
WASTE MANAGEMENT, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 73-1309529
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
</TABLE>
1001 FANNIN STREET
SUITE 4000
HOUSTON, TEXAS 77001
(713) 512-6200
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
----------
ENVIROFILL EMPLOYEE 1993 STOCK INCENTIVE PLAN
(Full titles of the Plans)
----------
LAWRENCE O'DONNELL, III
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)
----------
<PAGE> 2
Waste Management, Inc., a Delaware corporation formerly known as USA
Waste Services, Inc. (the "Company"), registered the issuance of up to 443,182
shares of its common stock, par value $0.01 per share (the "Common Stock"), on
Registration Statement on Form S-8 No. 33-84990 (the "Registration Statement")
pursuant to the Envirofill Employee 1993 Stock Incentive Plan (the "Plan"). A
total of 417,532 were issued under the Plan. On September 1, 2000, the Company
filed a registration statement on Form S-8 No. 333-45066 (the "New Registration
Statement") registering the issuance of up to 25,650 shares pursuant to the
Plan.
In accordance with the principles set forth in Interpretation 89 under
Section G "Securities Act Forms" of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (July 1997) and Instruction E to Form S-8, the Company is
hereby removing the remaining 25,650 shares from registration, which represents
the 443,182 shares originally registered pursuant to this Registration
Statement. The shares which are hereby removed from registration have been
carried over to the New Registration Statement and continue to be registered on
the New Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on the 5th day of
September, 2000.
WASTE MANAGEMENT, INC.
*
-----------------------------------------
By: A. Maurice Myers
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 5th day of September, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* President, Chief Executive Officer and Chairman of the Board
----------------------------------------------- (Principal Executive Officer)
A. Maurice Myers
* Senior Vice President and Chief Financial Officer
----------------------------------------------- (Principal Financial Officer)
William L. Trubeck
* Vice President and Chief Accounting Officer
----------------------------------------------- (Principal Accounting Officer)
Bruce E. Snyder
* Director
-----------------------------------------------
H. Jesse Arnelle
* Director
-----------------------------------------------
Pastora San Juan Cafferty
* Director
-----------------------------------------------
Ralph F. Cox
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
* Director
-----------------------------------------------
Robert S. Miller
* Director
-----------------------------------------------
Paul M. Montrone
* Director
-----------------------------------------------
John C. Pope
* Director
-----------------------------------------------
Steven G. Rothmeier
* Director
-----------------------------------------------
Ralph V. Whitworth
*By: /s/ Amanda K. Maki
-------------------------------------------
Under Power of Attorney
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
24.1 Power of Attorney
</TABLE>
