As filed with the Securities and Exchange Commission on July 16, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
WASTE MANAGEMENT, INC.
(formerly known as USA Waste Services, Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 73-1309529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1001 Fannin Street
Suite 4000
Houston, Texas 77002
(713) 512-6200
(Address, including zip code, and telephone number, including area
code of Registrant's principal executive offices)
-------------------------
Waste Management, Inc. 1997 Equity Incentive Plan;
Waste Management Retirement Savings Plan;
Wheelabrator-Rust Savings and Retirement Plan;
Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus Plan;
Wheelabrator-Rust Supplemental Benefit Plan
(Full titles of the Plans)
-------------------------
Gregory T. Sangalis
Waste Management, Inc.
1001 Fannin Street
Suite 4000
Houston, Texas 77002
(713) 512-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share Offering Price Fee
Common Stock, par value $.01 per share (1) 3,045,415(2) $33.64(2) $102,447,761 $30,223
3,343,410(3) $52.2813(5) $174,797,821 $51,565
252,300(4) $52.2813(5) $ 13,190,572 $ 3,891
----------- ------------ -------
TOTAL 6,641,125 $290,436,154 $85,679
(1) This Registration Statement on Form S-8 relates to shares of Common
Stock, par value $.01 per share (the "Common Stock"), of Waste
Management, Inc., formerly known as USA Waste Services, Inc. (the
"Registrant"). Such shares are issuable pursuant to the
above-referenced plans in substitution for shares of Common Stock, par
value $1.00 per share, of Waste Management Holdings, Inc. ("Old Waste
Management"), a wholly-owned subsidiary of the Registrant that was
formerly known as Waste Management, Inc., which plans were assumed by
the Registrant upon the effective time of the merger of a subsidiary of
the Registrant with and into Old Waste Management (the "Merger") on
July 16, 1998.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate is calculated pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended (the "Securities Act"), based on
the weighted average exercise price of the options previously granted
under the Waste Management 1997 Equity Incentive Plan (the "1997
Plan").
(3) Represents shares of Common Stock that are issuable pursuant to the
Waste Management Retirement Savings Plan and the Wheelabrator-Rust
Savings and Retirement Plan. In addition, pursuant to Rule 416(c) under
the Securities Act, this Registration Statement covers an indeterminate
amount of interests to be offered or sold pursuant to the Waste
Management Retirement Savings Plan and the Wheelabrator-Rust Savings
and Retirement Plan.
(4) Represents shares of Common Stock that are issuable pursuant to the
Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
Plan and the Wheelabrator-Rust Supplemental Benefit Plan.
(5) Estimated solely for the purpose of calculating the registration fee.
The price shown is the average high and low price of the Registrant's
Common Stock on the New York Stock Exchange on July 10, 1998 in
accordance with Rules 457(c) and 457(h) under the Securities Act, which
high and low prices were $53.00 and $51.5625, respectively.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ----------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
"Note" to Part I of Form S-8.
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (the name of which was changed
to Waste Management, Inc. on July 16, 1998 in connection with the Merger) are
hereby incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(c) Current Reports on Form 8-K dated March 10, 1998 and July 16,
1998.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on July 1, 1993, as amended on Form 8-B filed with the
Commission on July 13, 1995.
(e) Joint Proxy Statement/Prospectus of the Registrant and Old Waste
Management, dated June 9, 1998, on Schedule 14A, filed with the Commission on
June 10, 1998.
The following documents filed with the Commission by Old Waste
Management are also incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
(c) Current Reports on Form 8-K of Waste Management dated January 5,
1998, January 29, 1998, February 24, 1998, March 11, 1998, May 15, 1998, June
15, 1998 and June 29, 1998.
(d) Joint Proxy Statement/Prospectus of the Registrant and Old Waste
Management, dated June 9, 1998, on Schedule 14A, filed with the Commission on
June 10, 1998.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded
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shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except in cases where the director breached his or her duty of loyalty
to the corporation or its stockholders, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of the law, willfully or
negligently authorized the unlawful payment of a dividend or approved an
unlawful stock redemption or repurchase or obtained an improper personal
benefit. The Registrant's Restated Certificate of Incorporation (the "Charter")
contains a provision which eliminates directors' personal liability as set forth
above.
The Charter and the Bylaws of the Registrant provide in effect that
the Registrant shall indemnify its directors and officers, and may indemnify its
employees and agents, to the extent permitted by the DGCL. Section 145 of the
DGCL provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director,
officer, employee or agent acted in good faith and in a manner he or she
reasonable believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe that his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director, officer, employee or agent, or former director, officer,
employee or agent, who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorney's fees), actually and reasonably incurred in connection with
the defense or settlement of such action or suit provided that such
5
person acted in good faith and in a manner he or she reasonable believed to be
in or not opposed to the best interest of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery shall determine that despite the
adjudication of liability such person is fairly and reasonable entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
of the DGCL or in the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonable incurred by him or her in connection therewith; that indemnification
provided by Section 145 of the DGCL shall not be deemed exclusive of any other
rights to which the party seeking indemnification may be entitled; and the
corporation is empowered to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145 of the DGCL; and that, unless indemnification is ordered by a court, the
determination that indemnification under subsections (a) and (b) of Section 145
of the DGCL is proper because the director, officer, employee or agent has met
the applicable standard of conduct under such subsections shall be made to a
person who is or director or officer at the time or such determination (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
The Registrant has purchased certain liability insurance for its
officers and directors as permitted by Section 145(g) of the DGCL.
The Registrant has entered into Indemnification Agreements with
certain of its directors and executive officers. Such Indemnification Agreements
provide that such persons (the "Indemnitees") will be indemnified and held
harmless from all expenses, including (without limitation) reasonable fees and
expenses of counsel, and all liabilities, including (without limitation) the
amount of any judgements, fines, penalties, excise taxes and amounts paid in
settlement, actually incurred by an Indemnitee with respect to any threatened,
pending or completed claim, action (including any action by or in the right of
the Registrant), suit or proceeding (whether formal or informal, or civil,
criminal, administrative, legislative, arbitrative or investigative) in respect
of which such Indemnitee is, was or at any time becomes, or is threatened to be
made, a party, witness, subject or target, by reason of the fact that such
Indemnitee is or was a director, officer, agent or fiduciary of the Registrant
or serving at the request of the Registrant as a director, officer, employee,
fiduciary or representative of another enterprise. Such Indemnification
Agreements also provide that the Registrant, if requested to do so by an
Indemnitee, will advance to such Indemnitee, prior to final disposition of any
proceeding, the expenses actually incurred by the Indemnitee subject to the
obligation of the Indemnitee to refund if it is ultimately determined that such
Indemnitee was not entitled to indemnification.
6
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
reference to Exhibit A to Old Waste Management's Proxy Statement for
its 1997 Annual Meeting of Shareholders).
4.2 Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
Plan (incorporated by reference to Exhibit 4.13 to Old Waste
Management's Registration Statement on Form S-8, File No. 33-64427).
4.3 Wheelabrator-Rust Supplemental Benefit Plan (incorporated by reference
to Exhibit 4.15 to Old Waste Management's Registration Statement on
Form S-8, File No. 33-64433).
4.4 Restated Certificate of Incorporation of Registrant, as amended
(incorporated by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K dated July 16, 1998).
4.5 By-laws (incorporated by reference to Exhibit 3.2 to the Post-Effective
Amendment No.1 to the Registrant's Registration Statement on Form S-4,
File No. 33-60103.
4.6 Agreement and Plan of Merger (previously filed as Annex A to the joint
proxy statement/prospectus included in the Registrant's Registration
Statement on Form S-4 (File No. 333-56113) filed on June 5, 1998).
5.1 Opinion of Shearman & Sterling regarding the legality of the Common
Stock being registered hereby.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
7
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas on the 16th day of July, 1998.
WASTE MANAGEMENT, INC.
(Registrant)
By: /s/ John E. Drury
---------------------------------------
John E. Drury
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and executive officers of WASTE
MANAGEMENT, INC., hereby severally constitute John E. Drury, Earl E. DeFrates
and Gregory T. Sangalis and each of them singly, our true and lawful attorneys
with full power to them and each of them to sign for us, and in our names in the
capacities indicated below, any and all amendments to the registration statement
filed with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys to any and
all amendments to said registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 16th day of July, 1998.
Signature Title
- --------- -----
/s/ John E. Drury Chief Executive Officer and Director
- ------------------------------ (Principal Executive Officer)
John E. Drury
/s/ Rodney R. Proto President, Chief Operating Officer
- ------------------------------ and Director
Rodney R. Proto
/s/ Earl E. DeFrates Executive Vice President and Chief
- ------------------------------ Financial Officer (Principal Financial
Earl E. DeFrates Officer)
/s/ Bruce E. Snyder Vice President and Chief Accounting
- ------------------------------ Officer (Controller/Principal
Bruce E. Snyder Accounting Officer)
Signature Title
- --------- -----
/s/ H. Jesse Arnelle Director
- ----------------------------------
H. Jesse Arnelle
/s/ Dr. Pastora San Juan Cafferty Director
- ----------------------------------
Dr. Pastora San Juan Cafferty
/s/ Ralph F. Cox Director
- ----------------------------------
Ralph F. Cox
/s/ Richard J. Heckmann Director
- ----------------------------------
Richard J. Heckmann
/s/ Roderick M. Hills Director
- ----------------------------------
Roderick M. Hills
/s/ Richard D. Kinder Director
- ----------------------------------
Richard D. Kinder
/s/ Robert S. Miller Director (Non-Executive
- ---------------------------------- Chairman of the Board)
Robert S. Miller
/s/ Paul M. Montrone Director
- ----------------------------------
Paul M. Montrone
/s/ John C. Pope Director
- ----------------------------------
John C. Pope
/s/ Steven G. Rothmeier Director
- ----------------------------------
Steven G. Rothmeier
/s/ Ralph V. Whitworth Director
- ----------------------------------
Ralph V. Whitworth
/s/ Jerome B. York Director
- ----------------------------------
Jerome B. York
Exhibit Index
Exhibit No. Description of Document
4.1 Waste Management, Inc. 1997 Equity Incentive Plan (incorporated by
reference to Exhibit A to Old Waste Management's Proxy Statement for
its 1997 Annual Meeting of Shareholders).
4.2 Waste Management, Inc. Non-Qualified Profit Sharing and Savings Plus
Plan (incorporated by reference to Exhibit 4.13 to Old Waste
Management's Registration Statement on Form S-8, File No. 33-64427).
4.3 Wheelabrator-Rust Supplemental Benefit Plan (incorporated by reference
to Exhibit 4.15 to Old Waste Management's Registration Statement on
Form S-8, File No. 33-64433).
4.4 Restated Certificate of Incorporation of Registrant, as amended
(incorporated by reference to Exhibit 3.2 to the Registrant's Current
Report on Form 8-K dated July 16, 1998).
4.5 By-laws (incorporated by reference to Exhibit 3.2 to the Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-4,
File No. 33-60103).
4.6 Agreement and Plan of Merger (previously filed as Annex A to the joint
proxy statement/prospectus included in the Registrant's Registration
Statement on Form S-4 (File No. 333-56113) filed on June 5, 1998).
5.1 Opinion of Shearman & Sterling regarding the legality of the Common
Stock being registered hereby.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Shearman & Sterling (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page).
EXHIBIT 5.1
[LETTERHEAD OF SHEARMAN & STERLING]
July 16, 1998
Waste Management, Inc.
1001 Fannin Street
Suite 4000
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Waste Management, Inc., a Delaware
corporation ("Waste Management"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement") being filed by Waste Management on
July 16, 1998 with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, with respect to 6,641,125 shares of common stock, par
value $.01 per share, of Waste Management (the "Common Stock"), to be issued
from time to time pursuant to the Waste Management, Inc. 1997 Equity Incentive
Plan, the Waste Management Retirement Savings Plan, the Wheelabrator-Rust
Savings and Retirement Plan, the Waste Management, Inc. Non-Qualified Profit
Sharing and Savings Plus Plan and the Wheelabrator-Rust Supplemental Benefit
Plan.
In so acting, we have examined the Registration Statement and we have
also examined and relied as to factual matters upon the representations and
warranties contained in originals, or copies certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates and
other instruments as in our judgment are necessary or appropriate to be able to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to which the Registration Statement relates have been duly
authorized and, when issued and delivered in accordance with the terms of the
applicable plan and paid for in full in accordance with the terms of the
applicable plan, will be validly issued, fully paid and non-assessable.
Our opinion expressed above is limited to the General Corporation Law
of the State of Delaware and we do not express any opinion herein concerning any
other law.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
s/ SHEARMAN & STERLING
EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 filed by USA Waste
Services, Inc. (which is expected to change its name to Waste Management, Inc.
on July 15, 1998) of our report dated February 24, 1998 (except with respect to
the matters discussed in Note 19, as to which the date is March 17, 1998)
included or incorporated by reference in Waste Management, Inc.'s Form 10-K for
the year ended December 31, 1997.
s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
July 14, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8, relating to the Waste Management, Inc. 1997 Equity Incentive Plan, the
Waste Management Retirement Savings Plan, the Wheelabrator-Rust Savings and
Retirement Plan, the Waste Management, Inc. Non-Qualified Profit Sharing and
Savings Plus Plan and the Wheelabrator-Rust Supplemental Benefit Plan, on our
audits of the consolidated financial statements of USA Waste Services, Inc.
s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
July 15, 1998
