-----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, R5xq1wqPMOexvpARSSrxQleZeWRBJdxJBRvGcuj477S6kVnpzjSkbly9ltxnzpMa Na43ccUB/8HHN9cqN0cd5g== 0000950131-95-003306.txt : 19951121 0000950131-95-003306.hdr.sgml : 19951121 ACCESSION NUMBER: 0000950131-95-003306 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19951117 EFFECTIVENESS DATE: 19951206 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64433 FILM NUMBER: 95594805 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 7085722478 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 S-8 1 FORM S-8 Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------------- WMX TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-2660763 (State or other jurisdiction of (I.R.S. EMPLOYER incorporation or organization) IDENTIFICATION NUMBER) 3003 Butterfield Road Oak Brook, Illinois 60521 (Address of principal executive offices) ---------------------- Wheelabrator-Rust Supplemental Benefit Plan (Full title of the plan) WMX Technologies, Inc. 3003 Butterfield Road Oak Brook, Illinois 60521 Attn: Herbert A. Getz Senior Vice President, General Counsel and Secretary (708)572-8800 (Name, address and telephone number of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================== Proposed Proposed Maximum Maximum Aggregate Amount of Title of Securities Amount to be Offering Price Offering Registration to be Registered Registered Per Share Price Fee - --------------------------------------------------------------------------------------------------- Common stock, par value $1.00 per share.................. 200,000 shares $27.94(1) $ 5,588,000(1) $1,117.60 - --------------------------------------------------------------------------------------------------- Deferred Compensation Obligations................ $15,000,000 100% $15,000,000(2) $3,000.00 ===================================================================================================
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated on the basis of the average of the high and low sale prices for the registrant's common stock on the New York Stock Exchange Composite Tape on November 13, 1995, as reported by The Wall Street Journal (Midwest Edition). Such price and aggregate price are included solely for the purpose of calculating the registration fee. (2) Estimated solely for the purposes of determining the registration fee. =============================================================================== Registration No. 33- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ---------------------- WHEELABRATOR TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) DELAWARE 22-2678047 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3003 Butterfield Road Oak Brook, Illinois 60521 (Address of principal executive offices) ---------------------- Wheelabrator-Rust Supplemental Benefit Plan (Full title of the plan) Wheelabrator Technologies Inc. 3003 Butterfield Road Oak Brook, Illinois 60521 Attn: Herbert A. Getz, Secretary (708)572-8800 (Name, address and telephone number of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================== Proposed Proposed Maximum Maximum Aggregate Amount of Title of Securities Amount to be Offering Price Offering Registration to be Registered Registered Per Share Price Fee - --------------------------------------------------------------------------------------------------- Common stock, par value $.01 per share.................. 300,000 shares $14.75(1) $4,425,000(1) $885.00 - --------------------------------------------------------------------------------------------------- Deferred Compensation Obligations................ $10,000,000 100% $10,000,000(2) $2000.00 ===================================================================================================
(1) In accordance with Rule 457(h) under the Securities Act of 1933, calculated on the basis of the average of the high and low sale prices for the registrant's common stock on the New York Stock Exchange Composite Tape on November 13, 1995, as reported by The Wall Street Journal (Midwest Edition). Such price and aggregate price are included solely for the purpose of calculating the registration fee. (2) Estimated solely for the purpose of determining the registration fee. =============================================================================== PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION; ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION The documents containing the information required by these items will be given to employees of Wheelabrator Technologies, Inc. ("WTI") and Rust International Inc. ("Rust") participating in the Wheelabrator-Rust Supplemental Benefit Plan, as amended and restated (the "Plan") and are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of the registration statement or as an exhibit thereto. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by the registrants with the Commission are hereby incorporated herein by reference: (a) The registrants' latest annual reports on Form 10-K, or if the financial statements therein are more current, the registrants' latest prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933. (b) All other reports filed by the registrants pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or the financial statements contained in the prospectus referred to in (a) above. (c) The descriptions of the registrants' common stock which are contained in the registration statements filed under section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such descriptions. All documents subsequently filed by the registrants pursuant to sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this registration statement which indicates that all of the securities offered hereby have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof 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 contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. 1 ITEM 4. DESCRIPTION OF SECURITIES The descriptions of the registrants' common stock are contained in the registration statements filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such descriptions, and such descriptions are incorporated by reference into this registration statement. Under the Wheelabrator-Rust Supplemental Benefit Plan, as amended and restated (the "Plan"), the registrants will provide eligible employees of WTI and Rust the opportunity to defer a specified percentage of their cash compensation. The obligations of the registrants to pay the deferred compensation in the future in accordance with the terms of the Plan (the "Obligations") will be unsecured general obligations of the registrants, and will rank pari passu with other unsecured and unsubordinated indebtedness of the registrants from time to time outstanding. The following summary of certain provisions of the Obligations does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the Plan, including the definitions therein of certain terms. A copy of the Plan has been filed as an exhibit to this registration statement. The amount of compensation to be deferred by each participating employee will be determined in accordance with the Plan based on elections by the employee. Each Obligation will be payable as soon as practicable after the employee's termination of employment due to death or disability, or as soon as practicable after the one year anniversary of the employee's termination of employment for any other reason, in accordance with the terms of the Plan, or upon a change in control of WTI (in the case of WTI employees) or Rust (in the case of Rust employees) as defined in accordance with the terms of the Plan. The Obligations will carry a rate of return equal to the return on 10 year U.S. Treasury notes, determined in accordance with the terms of the Plan, except for Obligations which result from deferrals of bonus which will carry a rate of return equal to the return on WTI common stock or WMX Technologies, Inc. ("WMX") common stock, as elected by the employee. Each employee participant's Obligation will be adjusted to reflect the investment experience of the applicable benchmark, including any appreciation or depreciation. Each employee participant will be fully vested in the Obligations, except that if an employee participant violates his or her non-compete or confidentiality agreement with his or her employer before payment of the Obligations, he or she will forfeit such deferred compensation and any adjustment thereof. An employee participant's right or the right of any other person to the Obligations cannot be assigned, alienated, sold, garnished, transferred, pledged, or encumbered except by a written designation of a beneficiary under the Plan, or by laws of descent and distribution. The Obligations are not subject to redemption, in whole or in part, prior to the participating employee's termination of employment. However, WTI and Rust, through their joint committee which administers the Plan, reserve the right to amend or terminate the Plan at any time, except that no such amendment or 2 termination shall adversely affect the right of an employee participant to the balance of his or her deferred account as of the date of such amendment or termination. The Obligations are not convertible into another security of either of the registrants. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the registrants. No trustee has been appointed having the authority to take action with respect to the Obligations and each employee participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Obligations, enforcing covenants and taking action upon a default. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 102(b)(7) of the Delaware General Corporate Law ("DGCL") permits Delaware corporations to include in their certificates of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty of care as a director, and Section 145 of the DGCL provides that the corporation may indemnify any director or officer of the corporation against liabilities and expenses incurred by him in connection with any action, suit or proceeding in which he is made or threatened to be made a party by reason of having been a director or officer of the corporation, subject to certain limitations. Reference is made to article fourteenth of the form of WTI's restated certificate of incorporation, filed as exhibit 4.01 to this registration statement, which contains provisions eliminating the personal liability of the officers and directors of WTI in certain circumstances and providing for indemnification of them under certain circumstances. Reference is also made to article twelfth of WMX's restated certificate of incorporation, filed as exhibits 4.03 through 4.10 to this registration statement, and section 6 of article VII of WMX's bylaws, filed as exhibit 4.11 to this registration statement, which provide indemnification by WMX of each director, officer or employee of WMX to the full extent permitted by the DGCL. Under insurance policies maintained by the registrants, the directors and officers of the registrants are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 3 ITEM 8. EXHIBITS The exhibits to this registration statement are listed in the Exhibit Index elsewhere herein. ITEM 9. UNDERTAKINGS (a) The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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 registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants' annual reports pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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)-(g) Not applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or 4 controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (i)-(j) Not applicable. 5 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 of the requirements for filing on Form S-8 and has duly caused this registration statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in Oak Brook, Illinois on November 17, 1995. WHEELABRATOR TECHNOLOGIES INC. By /s/ Phillip B. Rooney --------------------------------- Phillip B. Rooney, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement, or amendment thereto, has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Phillip B. Rooney Director, Chairman of - ---------------------------- the Board and Chief Phillip B. Rooney Executive Officer /s/ Dean L. Buntrock Director - ---------------------------- Dean L. Buntrock /s/ William M. Daley Director - ---------------------------- William M. Daley /s/ Donald F. Flynn Director - ---------------------------- Donald F. Flynn /s/ Kay Hahn Harrell Director - ---------------------------- Kay Hahn Harrell /s/ James E. Koenig Director - ---------------------------- November 17, 1995 James E. Koenig /s/ Paul M. Montrone Director - ---------------------------- Paul M. Montrone /s/ Manuel Sanchez Director - ---------------------------- Manuel Sanchez /s/ Thomas P. Stafford Director - ---------------------------- Thomas P. Stafford /s/ Richard S. Haak, Jr. Controller and Principal - ---------------------------- Accounting Officer Richard S. Haak, Jr. /s/ John D. Sanford Executive Vice President, - ---------------------------- Treasurer and Principal John D. Sanford Financial Officer 6 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 of the requirements for filing on Form S-8 and has duly caused this registration statement, or amendment thereto, to be signed on its behalf by the undersigned, thereunto duly authorized, in Oak Brook, Illinois on November 17, 1995. WMX TECHNOLOGIES, INC. By /s/ Dean L. Buntrock ---------------------------------- Dean L. Buntrock, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement, or amendment thereto, has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ Dean L. Buntrock Director, Chairman of - -------------------------------- the Board and Chief Dean L. Buntrock Executive Officer /s/ Jerry E. Dempsey Director - -------------------------------- Jerry E. Dempsey /s/ Phillip B. Rooney Director - -------------------------------- Phillip B. Rooney /s/ Donald F. Flynn Director - -------------------------------- Donald F. Flynn /s/ Peter H. Huizenga Director - -------------------------------- Peter H. Huizenga /s/ Peer Pedersen Director - -------------------------------- Peer Pedersen November 17, 1995 /s/ James R. Peterson Director - -------------------------------- James R. Peterson /s/ Alexander B. Trowbridge Director - -------------------------------- Alexander B. Trowbridge /s/ Howard H. Baker, Jr. Director - -------------------------------- Howard H. Baker, Jr. /s/ H. Jesse Arnelle Director - -------------------------------- H. Jesse Arnelle /s/ Pastora San Juan Cafferty Director - -------------------------------- Pastora San Juan Cafferty /s/ James B. Edwards Director - -------------------------------- James B. Edwards /s/ Thomas C. Hau Vice President, Controller - -------------------------------- and Principal Accounting Thomas C. Hau Officer /s/ James E. Koenig Senior Vice President, - -------------------------------- Treasurer and Principal James E. Koenig Financial Officer 7 WHEELABRATOR TECHNOLOGIES INC. WMX TECHNOLOGIES, INC. EXHIBIT INDEX Exhibit Number Description(1) - ------- -------------- 4.01 Restated Certificate of Incorporation of Wheelabrator Technologies Inc. ("WTI") (incorporated by reference to Exhibit 3.01 to WTI's 1989 annual report on Form 10-K) 4.02 By-laws of WTI, as amended through November 1, 1990 (incorporated by reference to Exhibit 3.03 to registrant's 1990 annual report on Form 10-K) 4.03 Restated Certificate of Incorporation of WMX Technologies, Inc. ("WMX"), as amended as of May 24, 1985 (incorporated by reference to Exhibit 4.1 to WMX's report on Form 10-Q for the quarter ended June 30, 1985) 4.04 Certificate of Amendment of Restated Certificate of Incorporation of WMX, recorded May 23, 1986 (incorporated by reference to Exhibit 4(c) to WMX's registration statement on Form S-8, Registration No. 33-6265) 4.05 Certificate of Designation of Preferred Stock of WMX, filed January 30, 1987 (incorporated by reference to Exhibit 3.1(c) to WMX's 1986 annual report on Form 10-K) 4.06 Certificate of Amendment of Restated Certificate of Incorporation of WMX, recorded May 15, 1987 (incorporated by reference to Exhibit 4.5(d) to WMX's registration statement on Form S-4, Registration No. 33-15518) 4.07 Certificate of Amendment of Restated Certificate of Incorporation of WMX, filed May 19, 1989 (incorporated by reference to Exhibit 3(e) to WMX's registration statement on Form S-3, Registration No. 33-30190) 4.08 Certificate of Amendment of Restated Certificate of Incorporation of WMX, filed May 18, 1990 (incorporated by reference to Exhibit 4(h) to WMX's registration statement on Form S-8, Registration No. 33-35936) 4.09 Certificate of Amendment of Restated Certificate of Incorporation of WMX, filed May 14, 1993 (incorporated by reference to Exhibit 4(a) to WMX's report on Form 8-K dated May 14, 1993) 4.10 Conformed copy of Restated Certificate of Incorporation of WMX, as amended (incorporated by reference to Exhibit 4(b) to WMX's report on Form 8-K dated May 14, 1993) 4.11 By-laws of WMX, as amended and restated as of January 28, 1995 (incorporated by reference to Exhibit 3.2 to WMX's 1994 annual report on Form 10-K) 4.12 Rights Agreement dated as of February 6, 1987, between WMX and Harris Trust and Savings Bank, which includes as Exhibit A the form of Certificate of Designation of Preferred Stock, as Exhibit B, the form of Rights Certificate and, as Exhibit C, the Summary of Rights (incorporated by reference to Exhibit 4 to WMX's report on Form 8-K dated January 26, 1987) - ------------------ (1) In the case of incorporation by reference to documents filed under the Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and WMX's file number thereunder is 1-7327. EX-1 Exhibit Number Description(1) - ------- -------------- 4.13 Certificate of Adjustment relating to April 1987 stock split pursuant to Section 12 of the Rights Agreement (incorporated by reference to Exhibit 4.3(b) to WMX's registration statement on Form S-1, Registration No. 33-13839) 4.14 Certificate of Adjustment relating to December 1989 stock split pursuant to Section 12 of the Rights Agreement (incorporated by reference to Exhibit 4.3(c) to WMX's 1989 annual report on Form 10-K) 4.15 Wheelabrator-Rust Supplemental Benefit Plan 5.01 Opinion of Thomas A. Witt, Esq., re: legality 5.02 Opinion of Jan Stern Reed, Esq., re: legality 15 None 23.01 Consent of Arthur Andersen LLP as Independent Public Accountants relating to WTI 23.02 Consent of Arthur Andersen LLP as Independent Public Accountants relating to WMX 23.03 Consent of Thomas A. Witt, Esq. (included as part of Exhibit 5.01) 23.04 Consent of Jan Stern Reed, Esq. (included as part of Exhibit 5.02) 24 None 28 None - ------------------ (1) In the case of incorporation by reference to documents filed under the Securities and Exchange Act of 1934, WTI's file number thereunder is 0-14246 and WMX's file number thereunder is 1-7327. EX-2 EX-4.15 2 WHEELABRATOR-RUST SUPPLEMENTAL PLAN EXHIBIT 4.15 WHEELABRATOR-RUST SUPPLEMENTAL BENEFIT PLAN Wheelabrator Technologies Inc., a Delaware corporation, and Rust International Inc., a Delaware corporation, have established this Supplemental Benefit Plan effective as of October 1, 1987. The Plan is hereby amended and restated effective as of January 1, 1995, as reflected herein. ARTICLE I DEFINITIONS Wherever used in this Plan, the following terms shall have the following meanings, unless a different meaning is clearly required by the context: 1.1 Account: The record of a Participant's interest under the Plan. Accounts are kept solely for recordkeeping purposes and shall not require a segregation of any Company assets. Accounts are subdivided into the (i) Supplemental Matching Account; (ii) Supplemental Retirement Account; (iii) Supplemental Before-Tax Account; (iv) Bonus Deferral Account; and (v) Stock Bonus Premium Account. 1.2 After-Tax Account: The record under the Savings and Retirement Plan of the after-tax contributions allocated to a participant thereunder, plus any earnings and minus any losses. 1.3 Before-Tax Account: The record under the Savings and Retirement Plan of the before-tax contributions allocated to a participant thereunder, plus any earnings and minus any losses. 1.4 Change in Control: The occurrence of any of the following events: (i) The Company is merged or consolidated or reorganized into or with another corporation or other legal person (an "Acquiror") and as a result of such merger, consolidation or reorganization less than 75% of the outstanding voting securities or other capital interests of the surviving, resulting or acquiring corporation or other legal person are owned in the aggregate by the stockholders of the Company, directly or indirectly, immediately prior to such merger, consolidation or reorganization, other than the Acquiror or any corporation or other legal person controlling, controlled by or under common control with the Acquiror; (ii) The Company sells all or substantially all of its business and/or assets to an Acquiror, of which less than 75% of the outstanding voting securities or other capital interests are owned in the aggregate by the stockholders of the Company, directly or indirectly, immediately prior to such sale, other than any corporation or other legal person controlling, controlled by or under common control with the Acquiror; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any person or group (as the terms "person" and "group" are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and the rules and regulations promulgated thereunder) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 20% or more of the issued and outstanding shares of voting securities of the Company; or (iv) During any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director of the Company was approved by a vote of at least two- thirds of such directors of the Company then still in office who were directors of the Company at the beginning of any such period. 1.5 Code: The Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include that section and any corresponding provisions of any future legislation that amends, supplements or supersedes that section. 1.6 Committee: The Administrative and Investment Committee appointed by Rust's Board of Directors to administer the Savings and Retirement Plan and this Plan. 1.7 Company: With respect to employees of Rust or any of its majority- owned subsidiaries, Rust International Inc., a Delaware corporation, and with respect to employees of Wheelabrator or any of its majority-owned subsidiaries, Wheelabrator Technologies Inc., a Delaware corporation. 1.8 Disability: A mental or physical condition which the Committee, on the basis of evidence satisfactory to it, finds to be a permanent condition (a) which renders such Participant unfit to perform the duties of an employee, as such duties shall be determined by the Committee, and (b) in respect of which such Participant is eligible for, and is receiving, disability benefits under either (i) the Federal Social Security Act or (ii) the long-term disability plan maintained by the Company. 1.9 Matching Account: The record under the Savings and Retirement Plan of the matching contributions allocated to a participant thereunder, plus any earnings and minus any losses. 1.10 Participant: Any person who is eligible to participate in the Plan as provided in Article III. 1.11 Plan: This Wheelabrator-Rust Supplemental Benefit Plan, as amended from time to time. 1.12 Plan Year: The Plan Year shall be each calendar year. 2 1.13 Retirement Account: The record under the Savings and Retirement Plan of the retirement contributions allocated to a participant thereunder, plus any earnings and minus any losses. 1.14 Rust: Rust International Inc., a Delaware corporation. 1.15 Savings and Retirement Plan: The Wheelabrator-Rust Savings and Retirement Plan, as amended from time to time. 1.16 Termination of Employment: The termination of a Participant's employment with WMX, the Company and all of their majority-owned subsidiaries. Temporary absence from employment because of illness, vacation, approved leaves of absence, and transfers of employment among WMX, the Company and its subsidiaries, shall not be considered to terminate employment or to interrupt continuous employment. 1.17 Wheelabrator: Wheelabrator Technologies Inc., a Delaware corporation. 1.18 WMX: WMX Technologies, Inc., a Delaware corporation. ARTICLE II PURPOSE It is anticipated that amounts otherwise allocable under the Savings and Retirement Plan to certain Participants may be restricted as a result of the limitations imposed by Section 415 of the Code on the amount of annual additions under the Savings and Retirement Plan, the limitations imposed by section 401(a)(17) of the Code on the amount of annual compensation taken into account under the Savings and Retirement Plan and the limitations imposed by Section 401(k)(3) of the Code on the amount of elective salary deferrals under the Savings and Retirement Plan. The purpose of this Plan is to supplement the Savings and Retirement Plan by the allocation and payment of benefits to those Participants, and their surviving spouses and other beneficiaries, as to whom benefits otherwise allocable under the Savings and Retirement Plan are so restricted. ARTICLE III ELIGIBILITY FOR BENEFITS 3.1 Participation. An individual shall be eligible to be a Participant in the Plan as follows: (a) For purposes of the allocation described under Section 4.1, any employee of Rust, Wheelabrator or any of their majority-owned subsidiaries who is compensated at a level equal to or greater than the annual compensation limit of Section 401(a)(17) of the Code and is a participant in the retirement feature of the Savings and Retirement Plan; (b) For purposes of the allocations described under Sections 4.2 and 4.3, any employee of Rust, Wheelabrator or any of their majority-owned subsidiaries who is compensated at a level equal to or greater than the annual compensation limit of Section 401(a)(17) of the 3 Code, is a participant in the savings feature of the Savings and Retirement Plan and makes a prior written election, at such time and on such form satisfactory to the Committee, to defer compensation into the Plan; and (c) For purposes of the allocation described under Section 4.4 and 4.5, any employee of Rust, Wheelabrator or any of their majority-owned subsidiaries who is subject to the Officer Stock Ownership Policy. 3.2 Vesting. Except as provided in Section 4.7 below, a Participant shall become vested in his or her Account balances and, therefore, have the right to receipt of such Account balances upon his or her Termination of Employment as follows: (a) A Participant shall become vested in his Supplemental Retirement Account balance at the same time and in the same manner as he becomes vested in his Retirement Account balance; (b) A Participant shall become vested in his Supplemental Matching Account balance at the same time and in the same manner as he becomes vested in his Matching Account balance; (c) A Participant shall always be vested in his Supplemental Before- Tax Account balance; (d) A Participant shall always be vested in his Bonus Deferral Account balance; and (e) A Participant shall become vested in the annual credits, if any, to his or her Stock Bonus Premium Account after the earliest of: (i) four consecutive years of employment with WMX, the Company or any of their majority- owned subsidiaries from the date such credit was made, (ii) the Participant's retirement on or after age 55 with ten years of service, or (iii) the Participant's death or Disability while employed by WMX, the Company or any of their majority-owned subsidiaries. Years of employment and service shall be determined by the Committee, in its sole discretion, in accordance with rules uniformly and consistently applied to all Participants in similar circumstances. If a participant has a Termination of Employment prior to becoming fully vested in his or her Account balances, he or she shall forfeit the unvested portion of the Account. Notwithstanding the foregoing provisions of this Section, in the event of a Change in Control, a Participant's Account shall become immediately and fully vested. ARTICLE IV BENEFITS 4.1 Allocation to Supplemental Retirement Accounts. A Participant's Supplemental Retirement Account shall be credited as of the end of each calendar quarter with an amount equal to: 4 (a) the retirement contribution that would have been allocated to the Participant's Retirement Account for the calendar quarter if (i) the restrictions of sections 401(a)(17) and 415 of the Code did not apply, minus (b) the retirement contribution that was actually allocated to the Participant's Retirement Account for the calendar quarter. 4.2 Allocation to Supplemental Matching Account. A Participant's Supplemental Matching Account shall be credited as of the end of each calendar quarter with an amount equal to (a) the matching contribution that would have been allocated to the Participant's Matching Account for the calendar quarter if the restrictions of Section 401(a)(17) of the Code did not apply, minus (b) the matching contribution that was actually allocated to the Participant's Matching Account for the calendar quarter. 4.3 Allocation to Supplemental Before-Tax Accounts. A Participant's Supplemental Before-Tax Account shall be credited at the end of each calendar quarter with an amount equal to the sum of (I) and (II), where (I) is: (a) the before-tax contribution that would have been allocated to the Participant's Before-Tax Account for the calendar quarter if the restrictions of Section 401(k)(3) of the Code did not apply, minus (b) the before-tax contribution that was actually allocated to the Participant's Before-Tax Account for the calendar quarter; and Where (II) is: (c) the before-tax and after-tax contributions that would have been allocated to the Participant's After-Tax Account for the calendar quarter if the restriction of Section 401(a)(17) of the Code did not apply, minus (d) the sum of the before-tax and after-tax contributions that were actually allocated to the Participant's Before-Tax and After-Tax Accounts for the calendar quarter, plus the allocation to the Participant's Supplemental Before-Tax Account for the calendar quarter under (I). 4.4 Allocation to Bonus Deferral Accounts. Effective January 1, 1996, prior to the beginning of each Plan Year, a Participant may elect, on a form provided by the Committee, to defer receipt of a portion of his or her annual bonus in increments of 1%, up to a maximum percentage specified from time to time by the Committee, in accordance with such rules and other limitations as the Committee may from time to time specify. A Participant's Bonus Deferral Account shall be credited, as of the date the bonus would otherwise be paid, with an amount equal to such deferral. 5 4.5 Allocation to Stock Bonus Premium Accounts. Effective January 1, 1996, if an eligible Participant elects to defer a portion of his or her annual bonus pursuant to Section 4.4, the Participant's Stock Bonus Premium Account shall be credited, as of the date the bonus would otherwise be paid, with an amount equal to 20% of the voluntary bonus deferral amount. 4.6 Deemed Investment. (a) A Participant's Supplemental Matching, Supplemental Retirement and Supplemental Before-Tax Accounts shall accrue interest at a rate equal to the average interest rate on ten-year U.S. Treasury notes, as reported by the Federal Reserve Board on a weekly average basis and published in The Wall Street Journal. Interest will be credited quarterly in arrears based on the unweighted arithmetical average of such Treasury note rates published on the last day of each week in such calendar quarter. (b) A Participant's Bonus Deferral and Stock Bonus Premium Accounts shall be deemed to be invested in WMX common stock or Wheelabrator common stock, as elected by the Participant. 4.7 Payment of Benefits. (a) After a Participant's Termination of Employment, the Company shall pay the Participant (or his surviving spouse or other beneficiary) his vested Account balances in a lump sum (i) in the event of Termination of Employment for any reason other than death or Disability and if the Participant is subject to a non-competition or confidentiality agreement with the Company, as soon as practicable following the one year anniversary of such Participant's Termination of Employment, or (ii) in any other event, as soon as reasonably practicable following the Participant's Termination of Employment. (b) In the case of Participants who are subject to Section 16(b) of the Securities Exchange Act of 1934, the payment described in paragraph (a) above shall be made in cash. In the case of all other Participants, (A) the payment of any (i) Bonus Deferral Account balances and (ii) Stock Bonus Premium Account balances, shall be made in WMX or Wheelabrator common stock in accordance with the underlying deemed investment, and (B) the payment of any amounts not described in (A) shall be made in cash. In the case of payment in WMX or Wheelabrator common stock, the stock shall be valued at its fair market value as of the applicable date (i.e., Termination of Employment or the one year anniversary of Termination of Employment) which shall, unless the Committee otherwise determines, be the average of the closing sale prices per share of the common stock on the New York Stock Exchange Composite Tape (as reported in The Wall Street Journal, Midwest Edition) (or if the common stock is not then traded on the New York Stock Exchange, reported on the principal market where such common stock is actively traded) on each of the ten trading days immediately preceding the applicable date. (c) Notwithstanding any other provision of this Plan to the contrary, in the event the Committee determines, in its sole discretion, that the Participant violated any agreement not to compete with, or not disclose confidential information of, the Company or its majority-owned subsidiaries, either before or after his or her Termination of Employment, the Participant shall forfeit his or her entire Account balance, whether or not vested. 6 ARTICLE V ADMINISTRATION 5.1 Administration and Interpretation. The Committee shall be the Plan administrator. The Committee shall have the authority to control and manage the operation and administration of the Plan, to adopt rules and regulations regarding the administration of the Plan, to interpret the Plan, to determine the conditions subject to which any benefits may be credited or payable, and to make any other determinations which the Committee believes are necessary or advisable for the administration of the Plan. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Committee with respect to the Plan. Determinations by the Committee shall be final and binding on all parties with respect to all matters relating to the Plan. The Committee may delegate all or any part of its authority to any officer of the Company. 5.2 Claims Procedure. (a) If a Participant or other person believes that he is entitled to benefits under the Plan, he may file a claim for benefits in writing with the Committee. If a claim for benefits is wholly or partially denied, the Committee shall give the claimant written notice of the denial within a reasonable period of time after receipt of the claim by the Committee. Such notice shall set forth: (i) the specific reason or reasons for the denial, (ii) specific reference to pertinent provisions of the Plan on which the denial is based, (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (iv) an explanation of the claim review procedure. (b) A claimant whose claim is denied, or his duly authorized representative, may request a review upon written application to the Committee within 60 days after receiving notice of the denial. In connection with such request, the claimant or his authorized representative may review pertinent documents and may submit issues and comments in writing. If such a request is made, the Committee shall make a full and fair review of the denial of the claim and shall make a decision not later than 60 days after receipt of the application, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request. The decision on review shall be in writing and shall include specific reasons for the decision and specific references to the pertinent provisions of the Plan on which the decision is based. 7 5.3 Amendment and Termination. This Plan may be amended, curtailed or terminated at any time by action of the Committee. However, no such action shall reduce the Account of any Participant under this Plan below the amount which as of the date of such action would have been payable under this Plan if the Participant had terminated as of that said date and this Plan had continued in effect without change. ARTICLE VI MISCELLANEOUS 6.1 Spendthrift provision. No interest of any person or entity in, or right to receive a benefit under the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a benefit be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings. 6.2 No guarantee of employment. Nothing in the Plan shall confer upon any Participant the right to be retained in the service of the Company or any of its subsidiaries, nor shall it interfere with the right of the Company or any of its subsidiaries to discharge or otherwise deal with any Participant without regard to the existence of this Plan. 6.3 Funding. The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated employees. All benefits under the Plan are payable solely from the general assets of the applicable Company or its Supplemental Benefit Trust. The Trusts are grantor trusts, the corpus and income of which are assets of the Company. In the case of insolvency, the trust funds are subject to the claims of the creditors of Rust and Wheelabrator and a Participant's right to assets under such trusts shall be no greater than the right of an unsecured creditor of the Company. 6.4 General conditions. Except as otherwise expressly provided herein, all terms and conditions of the Savings and Retirement Plan applicable to (i) a Retirement Account shall also be applicable to a Supplemental Retirement Account hereunder, (ii) a Matching Account shall also be applicable to a Supplemental Matching Account hereunder, and (iii) a Before-Tax Account shall also be applicable to a Supplemental Before-Tax Account hereunder. Any benefit payable under the Savings and Retirement Plan, shall be paid solely in accordance with the terms and conditions of the Savings and Retirement Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Savings and Retirement Plan. 6.5 Incapacity of recipient. If any person entitled to a benefit payment under the Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be 8 a payment for the account of such person and a complete discharge of any liability of Rust, Wheelabrator, their majority-owned subsidiaries and the Plan therefor. 6.6 Corporate successors. The Plan shall not be automatically terminated by a transfer or sale of assets of Rust or Wheelabrator, or by the merger or consolidation of Rust or Wheelabrator into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation by (i) Rust or Wheelabrator, if either survives, or (ii) if neither survive, only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by such transferee, purchaser or successor entity, then the Plan shall terminate. 6.7 Unclaimed benefit. Each Participant shall keep the Committee informed of his current address and the current address of his spouse. The Committee shall not be obligated to search for the whereabouts of any person. If the location of a Participant is not made known to the Committee within three years after the date on which payment of the Participant's benefit may first be made, payment may be made as though the Participant had died at the end of the three- year period. If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Committee is unable to locate any surviving spouse of the Participant, then neither Rust nor Wheelabrator shall have no further obligation to pay any benefit hereunder to such Participant or surviving spouse or any other person and such benefit shall be irrevocably forfeited. 6.8 Limitations on liability. Notwithstanding any of the preceding provisions of the Plan, none of Rust, Wheelabrator, their majority-owned subsidiaries or any individual acting as an employee or agent of Rust, Wheelabrator or their majority-owned subsidiaries shall be liable to any Participant, former Participant, surviving spouse or any other person for any claim, loss, liability or expense incurred in connection with the Plan. 6.9 Governing law. The Plan shall be construed and administered according to the laws of Illinois to the extent that such laws are not preempted by the laws of the United States of America. 6.10 Gender and number. Except when the context indicates to the contrary, when used herein, masculine terms shall be deemed to include the feminine, and singular the plural. 6.11 Headings. The headings of paragraphs are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. 6.12 Severability. If all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any section or part of a section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such section or part of a section to the fullest extent possible while remaining lawful and valid. 9 The foregoing is the true and complete text of the Wheelabrator-Rust Supplemental Benefit Plan as amended and restated by the Administrative Committee of the Plan on November 10, 1995. /s/ Edward Maryniak ______________________________________ Edward Maryniak, Vice President 10 EX-5.01 3 OPINION OF THOMAS A. WITT EXHIBIT 5.01 WMX LETTERHEAD November 17, 1995 WMX Technologies, Inc. 3003 Butterfield Road Oak Brook, Illinois 60521 Dear Sirs: I am Associate General Counsel for WMX Technologies, Inc, a Delaware corporation (the "Company"), and have acted as such in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about November 17, 1995 under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering $15,000,000 of Deferred Compensation Obligations which represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of Wheelabrator-Rust Supplemental Benefit Plan (the "Plan"). In such capacity, I, or attorneys acting under my direction, have examined the Restated Certificate of Incorporation and By-Laws of the Company, the Plan, and such other documents of the Company as I have deemed necessary or appropriate for the purposes of the opinion expressed herein. Based upon the foregoing, I advise you that, in my opinion, when issued in accordance with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Registration Statement and any amendment thereto. Very truly yours, Thomas A. Witt Vice President, Assistant Secretary and Associate General Counsel /lsl EX-5.02 4 OPINION OF JAN STERN REED EXHIBIT 5.02 WTI LETTERHEAD November 17, 1995 Wheelabrator Technologies Inc. Liberty Lane Hampton, New Hampshire 03842 Ladies and Gentlemen: In my capacity as Counsel for Wheelabrator Technologies Inc, a Delaware corporation (the "Company"), I have represented the Company in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about November 17, 1995 under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering $10,000,000 of Deferred Compensation Obligations which represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of Wheelabrator-Rust Supplemental Benefit Plan (the "Plan"). In this connection, I, or attorneys acting under my direction, have examined the Restated Certificate of Incorporation and By-Laws of the Company, the Plan, and such other documents of the Company as I have deemed necessary or appropriate for the purposes of the opinion expressed herein. Based upon the foregoing, I advise you that, in my opinion, when issued in accordance with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name wherever appearing in the Registration Statement and any amendment thereto. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933. Very truly yours, Jan Stern Reed Assistant Secretary and Counsel /lsl EX-23.01 5 CONSENT OF ARTHUR ANDERSEN RE: WTI EXHIBIT 23.01 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 6, 1995, included (or incorporated by reference) in the Wheelabrator Technologies Inc. Form 10-K for the year ended December 31, 1994. ARTHUR ANDERSEN LLP New York, New York November 17, 1995 EX-23.02 6 CONSENT OF ARTHUR ANDERSEN RE: WMX EXHIBIT 23.02 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 6, 1995 (except with respect to the matter discussed in Note 17, as to which the date is March 14, 1995), included (or incorporated by reference), in the WMX Technologies, Inc. Form 10-K for the year ended December 31, 1994. ARTHUR ANDERSEN LLP Chicago, Illinois November 17, 1995 -----END PRIVACY-ENHANCED MESSAGE-----