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): July 16, 1998
Waste Management, 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
USA Waste Services, Inc.
(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 16, 1998, pursuant to an Agreement and Plan of Merger, dated
as of March 10, 1998 (the "Merger Agreement"), among Waste Management, Inc.
(formerly known as USA Waste Services, Inc.), a Delaware corporation (the
"Registrant"), Dome Merger Subsidiary, Inc., a Delaware corporation and wholly
owned subsidiary of the Registrant ("Dome Merger Subsidiary"), and Waste
Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware
corporation ("Old Waste Management"), Dome Merger Subsidiary merged with and
into Old Waste Management (the "Merger"). Old Waste Management was the surviving
corporation in the Merger, and is now a wholly owned subsidiary of the
Registrant ("Waste Management Holdings"). In the Merger, each outstanding share
of common stock, par value $1.00 per share, of Old Waste Management, other than
shares held in Old Waste Management's treasury or owned by the Registrant or any
wholly owned subsidiary of the Registrant or of Old Waste Management, was
converted into the right to receive 0.725 of a share of common stock, par value
$0.01 per share, of the Registrant (the "Registrant Common Stock"). The Merger
is expected to be accounted for as a pooling of interests.
In connection with the Merger, the name of Old Waste Management was
changed to "Waste Management Holdings, Inc." and the name of the Registrant was
changed to "Waste Management, Inc.".
On July 15, 1998, the Registrant and Old Waste Management issued a
joint press release announcing that they had reached an agreement in principle
with the Antitrust Division of the Department of Justice in connection with the
Merger, and that their respective stockholders had approved certain matters
related to the Merger at special meetings held on July 15, 1998. On July 16,
1998, the Registrant issued a press release announcing the consummation of the
Merger. A copy of each press release is attached as an exhibit hereto and is
incorporated by reference herein.
Item 5. Other Events.
(a) On July 16, 1998, the Registrant, Waste Management Holdings and
Harris Trust and Savings Bank, as Trustee, entered into a First Supplemental
Indenture (the "Supplemental Indenture") with respect to the Indenture, dated as
of January 24, 1995, between Old Waste Management and NationsBank of Georgia,
National Association, pursuant to which Old Waste Management issued Convertible
Subordinated Notes due 2005 (the "Convertible Notes"). The Supplemental
Indenture provides that the Convertible Notes will, upon conversion pursuant to
their terms, be convertible into shares of Registrant Common Stock. A copy of
the Supplemental Indenture is attached as an exhibit hereto and is incorporated
by reference herein.
(b) On July 16, 1998, the Registrant and Waste Management Holdings
executed guarantees whereby each will guarantee certain of the outstanding
indebtedness of the other.
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Copies of these guarantees are attached as exhibits hereto and are incorporated
by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The required financial statements of Old Waste Management will be
filed by the Registrant by amendment within the prescribed time period.
(b) Pro forma financial information.
The required pro forma financial information will be filed by the
Registrant by amendment within the prescribed time period.
(c) Exhibits.
See the Index to Exhibits attached hereto.
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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.
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
Date: July 16, 1998 /s/ Gregory T. Sangalis
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Name: Gregory T. Sangalis
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit
No. Description
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2 Agreement and Plan of Merger, dated as of March 10, 1998, among
USA Waste Services, Inc., Dome Merger Subsidiary, Inc. and Waste
Management, Inc. (incorporated by reference to Annex A to the
Joint Proxy Statement/Prospectus included as part of the
Registrant's Registration Statement on Form S-4 (File No.
333-56113) filed on June 5, 1998).
3.1 Certificate of Amendment of Restated Certificate of Incorporation
of the Registrant, filed July 16, 1998.
3.2 Conformed copy of Restated Certificate of Incorporation of the
Registrant, as amended as of July 16, 1998.
10.1 Supplemental Indenture, dated as of July 16, 1998, by and among
the Registrant, Waste Management Holdings, Inc. and Harris Trust
and Savings Bank.
10.2 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Liquid Yield Option Notes due 2010 (Zero
Coupon Subordinated) of Waste Management Holdings.
10.3 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Liquid Yield Option Notes due 2012 (Zero
Coupon Subordinated) of Waste Management Holdings.
10.4 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the 8 3/4% Debentures due 2018 of Waste
Management Holdings.
10.5 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Convertible Subordinated Notes due 2005
of Waste Management Holdings.
10.6 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the 6 5/8% Notes due July 15, 2002, 6% Notes
due November 2, 1998, 7% Notes due October 15, 2006, 7.10% Notes
due August 1, 2026, 7 1/8% Notes due June 15, 2001, 6.7% Notes
due
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2001, 6 1/4% Notes due April 1, 1999, 6 1/4% Notes due October
15, 2000, 6.65% Notes due May 15, 2005, 7% Notes due May 15,
2005, 8 1/4% Notes due November 15, 1999, Step-Up Notes due April
30, 2004 and 6 3/8% Notes due December 1, 2003 of Waste
Management Holdings.
10.7 Guarantee, dated as of July 16, 1998, made by the Registrant in
favor of holders of the Step-Up Notes due October 1, 2002 and
7.65% Debentures due March 15, 2011 of Waste Management Holdings.
10.8 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 4% Convertible Subordinated Notes
due 2002 of the Registrant.
10.9 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 7% Senior Notes due 2004, 7 1/8%
Senior Notes due 2007, 6 1/2% Senior Notes due 2002, 7 1/8%
Senior Notes due 2017, 7% Senior Notes due 2028 and 6 1/8%
Mandatorily Tendered Senior Notes due 2011 of the Registrant.
10.10 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 5% Convertible Subordinated Notes
due 2006 of the Registrant.
10.11 Guarantee, dated as of July 16, 1998, made by Waste Management
Holdings in favor of holders of 4 1/2% Convertible Subordinated
Notes due 2001 of the Registrant.
99.1 Joint press release dated July 15, 1998 issued by the Registrant
and Old Waste Management.
99.2 Press Release dated July 16, 1998 issued by the Registrant.