-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmlqM7OL7y/LMiZRH9b48zYWIe6reeqAvYmBuEQPVIfdQ5cxhDggXC/czYCWcFPZ /kDxkQSrOduzeK/bV7kzaA== 0000950131-97-002898.txt : 19970430 0000950131-97-002898.hdr.sgml : 19970430 ACCESSION NUMBER: 0000950131-97-002898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970428 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970429 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WMX TECHNOLOGIES INC CENTRAL INDEX KEY: 0000104938 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 362660763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07327 FILM NUMBER: 97590118 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305728800 MAIL ADDRESS: STREET 1: 3003 BUTTERFIELD ROAD CITY: OAKBROOK STATE: IL ZIP: 60521 FORMER COMPANY: FORMER CONFORMED NAME: WASTE MANAGEMENT INC DATE OF NAME CHANGE: 19930527 8-K 1 FORM 8-K - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 28, 1997 Date of Report (Date of earliest event reported) ----------- WMX TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-7327 36-2660763 (Commission File Number) (IRS Employer Identification No.) 3003 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60521 (Address of principal executive offices) (Zip Code) (630) 572-8800 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- Item 5. Other Events. On April 28, 1997, the Company issued a press release announcing that the Company had been advised by a director of the Company of his intention to tender a portion of the shares of the Company's common stock of which he is the beneficial owner to the Company in its Dutch auction tender offer. On April 29, 1997, the Company issued a press release announcing the preliminary results of its Dutch auction tender offer which expired at midnight, April 28, 1997, New York time. Based on a preliminary count by the depositary for the offer, the offer was oversubscribed and the Company expects to purchase 30,000,000 of the approximately 88 million shares that were tendered and not withdrawn at $30.00 per share, which the Company expects to be the purchase price for all shares in the offer. Due to the oversubscription, all shares tendered at the purchase price will be pro-rated (except for shares tendered as "odd-lots" in the offer, which will be purchased in full if tendered at the purchase price). The Company estimates that the proration factor to be applicable to the offer will be approximately 34%. Shares tendered above the purchase price will not be purchased and will be returned promptly. Copies of the news releases are filed herewith as exhibits and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. No financial statements or pro forma financial information are required to be filed as a part of this report. The exhibits filed as part of this report are listed in the Exhibit Index hereto. SIGNATURES ---------- 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. WMX TECHNOLOGIES, INC. By: /s/ Thomas A. Witt ----------------------- Thomas A. Witt Vice President Dated: April 29, 1997 WMX TECHNOLOGIES, INC. EXHIBIT INDEX Number and Description of Exhibit* --------------------------------- 1. None 2 None 4. None 16. None 17. None 20. None 23. None 24. None 27. None 99.1 News release dated April 28, 1997 issued by WMX Technologies, Inc. 99.2 News release dated April 29, 1997 issued by WMX Technologies, Inc. - ---------------- *Exhibits not listed are inapplicable. EX-99.1 2 PRESS RELEASE Exhibit 99.1 Analyst Contact: Media Contact: John D. Sanford William J. Plunkett (630) 572-8803 (630) 572-8898 WMX TECHNOLOGIES DIRECTOR INTENDS TO TENDER SHARES IN DUTCH AUCTION Oak Brook, Illinois, April 28, 1997 -- WMX Technologies, Inc. announced today that it had been advised by Peter H. Huizenga, a director of the Company, of his intention to tender a portion of the shares of the Company's common stock of which he is the beneficial owner to the Company in its Dutch auction tender offer. Mr. Huizenga, who will retire as a director of the Company when his term ends at the Annual Meeting of Stockholders on May 9, 1997, owns beneficially approximately 8 million shares of the Company's stock, or approximately 1.7 percent of the total shares outstanding. Subject to the terms and conditions of the Company's Offer to Purchase, the Dutch auction tender offer is for up to 30 million shares, at a purchase price not in excess of $35 nor less than $30 per share, and is scheduled to expire at 12:00 midnight, New York City time, on April 28, 1997. #### EX-99.2 3 PRESS RELEASE Exhibit 99.2 Analyst contact: Media contact: John D. Sanford William J. Plunkett (630) 572-8803 (630) 572-8898 WMX TECHNOLOGIES, INC. ANNOUNCES PRELIMINARY RESULTS OF "DUTCH AUCTION" TENDER OFFER Oak Brook, Illinois, Tuesday, April 29, 1997--WMX Technologies, Inc. today announced the preliminary results of its Dutch Auction tender offer which expired at midnight, April 28, 1997, Net York time. Based on a preliminary count by Harris Trust and Savings Bank, the depositary for the offer, the offer was oversubscribed and the Company expects to purchase 30,000,000 of the approximately 88 million shares that were tendered and not withdrawn at $30.00 per share, which the Company expects to be the purchase price for all shares in the offer. The number of shares tendered at the preliminary purchase price includes approximately 36 million shares tendered pursuant to guaranteed delivery. Due to the oversubscription, all shares tendered at the purchase price will be pro-rated (except for shares tendered as "odd-lots" in the offer, which will be purchased in full if tendered at the purchase price). The Company estimates that the proration factor for the offer will be approximately 34 percent. Shares tendered above the purchase price will not be purchased and will be returned promptly. The determination of the actual number of shares to be purchased, the purchase price and the proration factor are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, including shares tendered pursuant to the guaranteed delivery procedure. Payment for shares properly tendered and accepted will be made promptly, subject to proper delivery of shares in accordance with the terms of the offer. The Company commenced its tender offer on April 1, 1997 and set a price range of $30 to $35 a share to repurchase up to 30 million shares of its common stock, or approximately 6.2 percent of the currently outstanding number of shares. The offer is part of WMX's financial strategy to return cash to its shareholders. In February, the Company announced that its Board of Directors had authorized it to repurchase up to 50 million shares, which includes those purchased in the Company's Dutch auction, by the end of 1998. #### -----END PRIVACY-ENHANCED MESSAGE-----