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SECURITIES AND EXCHANGE COMMISSION
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): June 21, 2004
Waste Management, Inc.
| Delaware | 1-12154 | 73-1309529 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1001 Fannin, Suite 4000 Houston, Texas 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone number, including area code: (713) 512-6200
| Item 5. Other Events | ||||||||
| Item 7. Financial Statements, Pro Forma Financial Information and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| Opinion of John S. Tsai | ||||||||
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Item 5. Other Events
On June 21, 2004, Waste Management, Inc. (the “Company”) filed a prospectus supplement pursuant to Rule 424 of the Securities Act of 1933, as amended, to its registration statement on Form S-3 (No. 333-97697) (the “Registration Statement”), to register the issuance of 13,958 shares of its common stock, par value $0.01 per share (the “Common Stock”), upon exercise of outstanding warrants of the Company.
The Company is filing a legal opinion issued in connection with the issuance of its shares of Common Stock as exhibit 5.1 hereof, to be incorporated by reference into the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
| (c) | Exhibits. |
5.1
|
Opinion of John S. Tsai. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| WASTE MANAGEMENT, INC. |
||||
| Date: June 21, 2004 | By: | /s/ Linda J. Smith | ||
| Linda J. Smith | ||||
| Corporate Secretary | ||||
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Exhibit 5.1
[WASTE MANAGEMENT LETTERHEAD]
June 21, 2004
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, Texas 77002
Gentlemen,
I am Vice President and Assistant General Counsel – Corporate & Securities of Waste Management, Inc., a Delaware corporation (the “Company”), and have acted in such capacity in connection with the sale of 13,958 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the exercise of three (3) warrants dated June 21, 1996 (the “Warrants”). The 15,577 shares of Common Stock are being issued under a registration statement on Form S-3 (No. 333-97697) filed under the Securities Act of 1933, as amended (the “Registration Statement”).
I have examined corporate documents of the Company, including its Certificate of Incorporation and Bylaws, and resolutions adopted by its board of directors and committees thereof. I have also examined the Registration Statement, together with the exhibits thereto, and such other documents that I have deemed necessary for the purposes of expressing the opinion contained herein. I have relied on representations made by and certificates of the officers of the Company and public officials with respect to certain facts material to my opinion. I have made no independent investigation regarding such representations and certificates.
Based upon the foregoing, I am of the opinion that when payment for the shares of Common Stock has been made pursuant to the Warrants, the Common Stock issued thereupon will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ John S. Tsai
John S. Tsai
Vice President & Assistant General
Counsel – Corporate & Securities