- -------------------------------------------------------------------------------- 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and the Company expects to purchase 30,000,000 of the approximately 88 million shares that were tendered and not withdrawn at $30.00 per share, which the Company expects to be the purchase price for all shares in the offer.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.