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UNITED STATES
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
Date of Report: February 2, 2001
WASTE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12154 73-1309529
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 512-6200
(Registrants' telephone number, including area code)
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Item 5. Other Events.
(a) On February 2, 2001, Waste Management, Inc. (the "Company") entered
into an underwriting agreement for the public offering of $600 million of its 7
3/8% Senior Notes due 2010 (the "Notes"). The Notes are to be issued under an
Indenture dated as of September 10, 1997 between the Company and The Chase
Manhattan Bank, as successor to Texas Commerce Bank National Association, as
Trustee. Closing of the issuance and sale of the Notes is scheduled for February
9, 2001. Further information is included in Exhibits 1.1, 4.1 and 4.2.
(b) Exhibit 99.1 contains Selected Financial Information for the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement dated February 2, 2001, among Waste
Management, Inc., Salomon Smith Barney Inc., Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, Chase Securities Inc.,
Deutsche Banc Alex. Brown Inc., Fleet Securities, Inc., Goldman,
Sachs & Co. and Lehman Brothers Inc.
4.1 Form of Book-Entry Note representing 7 3/8% Senior Notes due 2010.
4.2 Officers' Certificate
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
99.1 Selected Financial Information
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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.
Date: February 5, 2001 By: /s/ LAWRENCE O'DONNELL, III
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Lawrence O'Donnell, III
Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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1.1 Underwriting Agreement dated February 2, 2001, among Waste
Management, Inc., Salomon Smith Barney Inc., Credit Suisse First
Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC, Chase Securities Inc.,
Deutsche Bank Alex. Brown Inc., Fleet Securities, Inc., Goldman,
Sachs & Co. and Lehman Brothers Inc.
4.1 Form of Book-Entry Note representing 7 3/8% Senior Notes due 2010.
4.2 Officers' Certificate
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
99.1 Selected Financial Information