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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 10, 2000
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12154 73-1309529
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1001 Fannin, Suite 4000 Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 512-6200
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On February 10, 2000, Waste Management, Inc. (the "Company") announced
its intention to sell the 60.5% of the shares it owns in Waste Management New
Zealand, Inc. The sale, which is to be by way of a public and institutional
offering in New Zealand and an institutional offering in selected overseas
markets, is expected to commence before the end of the first quarter of 2000.
The shares offered will not be or have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration.
A copy of the Company's press release announcing the intended sale is
attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press Release dated February 10, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
WASTE MANAGEMENT, INC.
Date: February 14, 2000 By: /s/ Bryan J. Blankfield
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Bryan J. Blankfield
Vice President and
Assistant Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated February 10, 2000.
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EXIBIT 99.1
[WM LOGO]
WASTE MANAGEMENT, INC.
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION:
WASTE MANAGEMENT, INC.:
CHERIE RICE
1.713.512.6548
WASTE MGMT. NEW ZEALAND, LTD.:
GRANT TEITJENS
64.9.574.0886
WMI#00-03
WASTE MANAGEMENT, INC. TO SELL SHARES IN
WASTE MANAGEMENT NEW ZEALAND LIMITED
HOUSTON, TEXAS, FEBRUARY 10, 2000 --Waste Management, Inc. (NYSE: WMI)
today announced that it intends to sell the 60.5% of the shares in Waste
Management New Zealand Limited, which it owns.
The sale will be by way of a public and institutional offering in New
Zealand and an institutional offering in selected overseas markets.
It is expected that the offering will be launched before the end of
March 2000.
This transaction is part of a global divestiture program whereby WMI is
rationalizing its international waste assets with a view to focusing on its core
business in the U.S. market.
The shares will not be or have not been registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
Certain statements provided in this release include statements that are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements, and all phases of Waste Management, Inc.'s operations, are subject
to risks and uncertainties, any one of which could cause actual results to
differ materially from those described in the forward-looking statements. Such
risks and uncertainties include or relate to, among other things:
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o The Company's ability to stabilize its accounting systems and procedures
and to successfully close its accounting records and report 1999 annual
results in accordance with year end audit procedures;
o The Company's ability to successfully integrate the operations of acquired
companies with its existing operations, including risks and uncertainties
relating to its ability to achieve projected earnings estimates, achieve
administrative and operating cost savings and anticipated synergies,
rationalize collection routes, and generally capitalize on its asset base
and strategic position through its strategy of decentralized decision
making; and the risks and uncertainties regarding government-forced
divestitures;
o The Company's ability to continue its expansion through the acquisition of
other companies, including without limitation, risks and uncertainties
concerning the availability of desirable acquisition candidates, the
availability of debt and equity capital to the Company to finance
acquisitions, the ability of the Company to accurately assess the prior
existing liabilities and assets of acquisition candidates and the
restraints imposed by federal and state statutes and agencies respecting
market concentration and competitive behavior;
o The effect of competition on the Company's ability to maintain margins on
existing or acquired operations, including uncertainties relating to
competition with government owned and operated landfills which enjoy
certain competitive advantages from tax-exempt financing and tax revenue
subsidies;
o The potential impact of environmental and other regulation on the Company's
business, including risks and uncertainties concerning the ultimate cost to
the Company of complying with closure requirements and post-closure
liabilities associated with its landfills and other environmental
liabilities associated with disposal at third party landfills and the
ability to obtain and maintain permits necessary to operate its facilities,
which may impact the life, operating capacity and profitability of its
landfills and other facilities;
o The impact of pending or threatened litigation and/or governmental
inquiries involving the Company;
o The quantification and accounting treatment of costs relating to the
Company's determination to terminate as of December 31, 1998 the WM
Holdings defined benefit pension plan;
o The potential changes in estimates from ongoing analysis of site
remediation requirements, closure and post-closure issues, compliance and
other audits and regulatory developments;
o The effectiveness of changes in management and the ability of the Company
to retain qualified individuals to serve in senior management positions;
and
o The uncertainties relating to the Company's proposed strategic initiative,
including the Company's ability to obtain permanent amendments to its bank
credit facilities to allow for the divestiture of assets, and the
willingness of prospective purchasers to purchase the assets the Company
identifies as divestiture candidates on terms the Company finds acceptable,
the timing and terms on which such assets may be sold, uncertainties
relating to regulatory approvals and other factors affecting the ability of
prospective purchasers to consummate such transactions, including the
availability of financing and uncertainties relating to the impact of the
proposed strategic initiative on the Company's credit ratings and
consequently the availability and cost of debt and equity financing to the
Company.
Additional information regarding these and/or other factors that could
materially affect future results and the accuracy of the forward-looking
statements contained herein may be found in Part I, Item 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 and in Part I,
Item 2 of the Company's Quarterly Report on Form 10-Q/A for the three months
ended September 30, 1999.
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