-----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, FP3CAqz1rCYXGVWC4mvIIamadT/u3gy7kih3GZILfm4BjhFsohrG/c0+RqdlAoOr f+iNgOBGz1qmHIRSTGxVJg== 0000912057-97-014033.txt : 19970425 0000912057-97-014033.hdr.sgml : 19970425 ACCESSION NUMBER: 0000912057-97-014033 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970424 SROS: CSX SROS: NYSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35670 FILM NUMBER: 97586702 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305728800 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 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305728800 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 SC 13E4/A 1 SCHEDULE 13E4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------------------------- AMENDMENT NO. 2 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) WMX TECHNOLOGIES, INC. (NAME OF THE ISSUER) WMX TECHNOLOGIES, INC. (NAME OF PERSON FILING STATEMENT) COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) 92929Q 10 7 (CUSIP NUMBER OF CLASS OF SECURITIES) HERBERT A. GETZ, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY WMX TECHNOLOGIES, INC. 3003 BUTTERFIELD ROAD OAK BROOK, ILLINOIS 60521 TELEPHONE: (630) 572-8800 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT) --------------------------------------------------------- APRIL 1, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) --------------------------------------------------------- CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- TRANSACTION VALUE AMOUNT OF FILLING FEE $1,050,000,000 $210,000 - -------------------------------------------------------------------------------- Calculated solely for the purpose of determining the filing fee, based upon the purchase of 30,000,000 shares at $35.00 per share. /x/ Check box if any part of the fee is offset as provided by rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $210,000 Filing Party: WMX Technologies, Inc. Form or Registration No.: Schedule 13E-4 Date Filed: April 1, 1997 This Amendment No. 2 relates to the Schedule 13E-4 filed by WMX Technologies, Inc., a Delaware corporation (the "Company"), on April 1, 1997, as amended on April 9, 1997 (the "Schedule 13E-4"). All terms used herein unless otherwise defined shall have the same meaning as in the Schedule 13E-4. The Schedule 13E-4 is hereby amended as follows: ITEM 8. ADDITIONAL INFORMATION. Paragraph (d) of Item 8 of the Schedule 13E-4 is amended to add the following: Following a hearing on April 22, 1997, the Court of Chancery in and for New Castle County, Delaware (the "Chancery Court"), denied the Plaintiff's motion for a preliminary injunction. In denying the motion, the Chancery Court found that the Plaintiff had not shown a likelihood of success on the merits with respect to the Plaintiff's claim that the Company failed to adequately disclose information regarding the Offer. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 13E-4 is amended to add the following exhibit: (a)(11) Text of Press Release issued by the Company, dated April 22, 1997 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated April 22, 1997).* - ------------------------- * The Company's Commission File Number is 1-7327. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to Schedule 13E-4 is true, complete and correct. April 24, 1997 WMX TECHNOLOGIES, INC. By: /s/ John D. Sanford ------------------------------- John D. Sanford Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- (a)(1) Form of Offer to Purchase, dated April 1, 1997.* (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute IRS Form W-9).* (3) Form of Notice of Guaranteed Delivery.* (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (6) Text of Press Release issued by the Company, dated March 31, 1997.* (7) Form of Summary Advertisement, dated April 1, 1997.* (8) Form of Letter to Stockholders of the Company, dated April 1, 1997, from Dean L. Buntrock, Chairman of the Board and Chief Executive Officer of the Company.* (9) Guidelines for Certification of Taxpayer Identification Number of Substitute IRS Form W-9.* (10) Text of Press Release issued by the Company, dated April 8, 1997 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated April 1, 1997).** (11) Text of Press Release issued by the Company, dated April 22, 1997 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated April 22, 1997)** (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) Management's Discussion and Analysis of Financial Condition and Results of Operations (incorporated by reference to Exhibit 13.1 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1996).** (2) Consolidated Financial Statements of the Company and Notes thereto (incorporated by reference to Exhibit 13.2 to the Company's Annual Report on Form 10-K for the year Ended December 31, 1996).** - ------------------- * Previously filed as an exhibit to the Schedule 13E-4. ** The Company's Commission File Number is 1-7327. -----END PRIVACY-ENHANCED MESSAGE-----