-----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, E41biHmtcvdCxduW3U7MF4VrnEvUdB6mW+ERmkhsfYwqjCLb30lhBaSZv/tZiyGk lSOS7AfKmoiuW2mVEg3BJA== 0000950131-95-003508.txt : 19951214 0000950131-95-003508.hdr.sgml : 19951214 ACCESSION NUMBER: 0000950131-95-003508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951213 SROS: CSX SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07327 FILM NUMBER: 95601351 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 7085722478 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 8-K 1 FORM 8-K ================================================================================ 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 DECEMBER 12, 1995 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) (708) 572-8800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ================================================================================ Item 5. Other Events. ------------ On December 12, 1995, the registrant issued a news release reporting that (i) the registrant's Board of Directors has authorized the repurchase by the registrant of up to 25 million shares of its common stock in the open market or in privately negotiated transactions over a 24-month period; (ii) the registrant's Wheelabrator Technologies Inc. 56%-owned subsidiary has also announced an increased common stock repurchase program covering 20 million of that company's outstanding shares; (iii) a largely non-cash exceptional charge of (Pounds)96.4 million (after tax) announced by the registrant's 80%-owned Waste Management International plc subsidiary ("Waste Management International") would reduce the registrant's 1995 fourth quarter net income by approximately $111 million, or $.23 per share, which results from a review of that subsidiary's operations and structure and reflects that subsidiary's intention to refocus on its core waste services business; and (iv) the registrant's Rust International Inc. subsidiary intends to sell its process engineering and construction business and focus on its environmental and infrastructure consulting business, in connection with which the registrant may record a non- cash charge in the fourth quarter, depending upon the outcome of a review to determine whether or not the carrying value of the operations to be sold should be adjusted prior to sale. A copy of the news release is filed herewith as an exhibit and incorporated herein by reference. Separately, Waste Management International issued a news release announcing (together with the above-described exceptional charge) that Waste Management International's results of operations for the fourth quarter of 1995 will be below expectations and that Waste Management International's 1996 earnings should not be expected to exceed 1995 earnings by more than 5% to 10%. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ No financial statements or pro forma financial information are filed as a part of this report. The exhibit filed as part of this report is listed in the Exhibit Index hereto. 2 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 December 12, 1995 issued by WMX Technologies, Inc. - --------------------- /*/ Exhibits not listed are inapplicable. EX-99.1 2 EXHIBIT 99.1 Analyst Contact: Media Contact: James E. Koenig William J. Plunkett (708) 572-8822 (708) 572-8898 WMX TECHNOLOGIES, INC. ANNOUNCEMENTS: . Board Authorizes Share Repurchase Program . Waste Management International Charge . Rust International Unit's Process Engineering and Construction Businesses To Be Sold Oak Brook, Illinois, December 12, 1995 -- WMX Technologies, Inc. announced today that its Board of Directors has authorized the repurchase by the Company of up to 25 million shares of its common stock in the open market or in privately negotiated transactions over the next 24-month period. The Company currently has approximately 487 million shares of common stock outstanding. This authorization replaces an existing common stock repurchase program which will expire in the first quarter of 1996. Dean L. Buntrock, Chairman of the Board and Chief Executive Officer, stated that "The Board's action reaffirms its commitment to the strategy begun in 1994 which focuses on increasing the Company's returns on its investments in place and on generating increasing levels of cash flow while maintaining reasonable earnings growth. We are confident that the Company will meet its 1995 objective of generating in excess of $500 million in cash flow and we anticipate an increase in cash flow during 1996. We also expect that the Company's 1996 capital expenditures budget will be no greater than the level of capital spending in 1995." The Company noted that its 56 percent owned Wheelabrator Technologies Inc. subsidiary has also announced an increased common stock repurchase program covering 20 million of that Company's approximately 183 million outstanding shares. Separately, the Company reported that a largely non-cash exceptional charge announced today by its majority owned Waste Management International plc subsidiary would reduce the Company's net income in the fourth quarter by approximately $111 million, or $.23 per share. The charge follows the completion of a thorough review of Waste Management International's operations and management structure and reflects the subsidiary's intention to refocus on its core waste services business. Waste Management International indicated that it would record an exceptional charge in the fourth quarter of 96.4 million pounds after tax primarily related to the actions it is taking to sell or discontinue non-core businesses and investments as well as core businesses and investments in low potential markets, abandon certain hazardous waste treatment and processing technologies, and streamline its country management organization. WMX also reported that as a result of the Company's ongoing strategic review, its Rust International Inc. subsidiary will sell its process engineering and construction businesses and focus on its environmental and infrastructure engineering and consulting practices. The businesses to be sold are expected to generate $800-850 million in gross revenues for Rust in 1995. The Company said that Rust will engage investment bankers to review the operations selected for divestiture in order to determine whether their carrying value should be adjusted prior to sale. Depending on the outcome of this review, which is expected to be completed within the next 45 days, the Company also said that it might record a non-cash charge in the fourth quarter. "These recent actions at Waste Management International and Rust," said Mr. Buntrock, "are indicative of the ongoing efforts of the Company's management to identify businesses, investments and assets that either do not support the Company's environmental services mission or which do not provide sufficient returns on invested capital." WMX Technologies is the leading international environmental services company. Based in Oak Brook, Illinois, its principal subsidiaries include Waste Management, Inc., Chemical Waste Management, Inc., Wheelabrator Technologies Inc., Rust International Inc., and Waste Management International plc. #### 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: December 12, 1995 3 -----END PRIVACY-ENHANCED MESSAGE-----