SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 1998
USA Waste Services, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-12154 73-1309529
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1001 Fannin Street, 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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Item 5. Other Events.
On March 10, 1998, USA Waste Services, Inc., a Delaware
corporation ("USA Waste"), and Waste Management, Inc., a Delaware corporation
("Waste Management"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a subsidiary of USA Waste will be merged with and
into Waste Management and Waste Management will become a wholly owned subsidiary
of USA Waste (the "Merger"). As of the effective time of the Merger, each
outstanding share of common stock, par value $1.00 per share, of Waste
Management, other than shares held in Waste Management's treasury or owned by
USA Waste or any wholly owned subsidiary of USA Waste or of Waste Management,
will be converted into the right to receive 0.725 shares of common stock, par
value $0.01 per share, of USA Waste.
The foregoing description of the Merger and the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached hereto as Exhibit
99.1 and is hereby incorporated by reference in its entirety. A copy of the
joint press release issued by USA Waste and Waste Management on March 11, 1998
is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in
its entirety.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
99.1. Agreement and Plan of Merger, dated as of March 10,
1998, among USA Waste Services, Inc., Dome Merger
Subsidiary, Inc. and Waste Management, Inc.
99.2. Press Release issued jointly by USA Waste Services,
Inc. and Waste Management, Inc. on March 11, 1998
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Agreement and Plan of Merger, dated as of March 10, 1998, among
USA Waste Services, Inc., Dome Merger Subsidiary, Inc. and Waste
Management, Inc.
99.2 Press Release issued jointly by USA Waste Services, Inc. and Waste
Management, Inc. on March 11, 1998
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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 hereunto duly authorized.
USA WASTE SERVICES, INC.
Date: March 12, 1998 By: /s/ Gregory T. Sangalis
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Name: Gregory T. Sangalis
Title: Vice President and Secretary