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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 17, 1998
Waste Management, Inc. (Exact name of Registrant as specified in its charter)
Delaware 1-12154 73-1309529
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 512-6200
(Former name or address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On August 16, 1998, the Registrant entered into an Agreement and Plan of
Merger (the "Agreement") with Eastern Environmental Services, Inc., a Delaware
corporation ("Eastern"). Pursuant to the terms of the Agreement, each
stockholder of Eastern will receive 0.6406 shares of Registrant's common stock
for each share of Eastern common stock held. The closing of the merger is
subject to approval by Eastern's stockholders, certain governmental approvals,
and other customary closing conditions.
On August 17, 1998, the Registrant and Eastern issued a joint press release
announcing the signing of the Agreement. A copy of the joint press release is
attached as an exhibit hereto and is incorporated by reference herein.
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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 hereunto duly authorized.
WASTE MANAGEMENT, INC.
Date: August 17, 1998 /s/ Gregory T. Sangalis
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Name: Gregory T. Sangalis
Title: Senior Vice President
and Secretary
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EXHIBIT INDEX
Exhibit
No. Description
99.1 Joint press release dated August 17, 1998, issued by the Registrant
and Eastern Environmental Services, Inc.
Exhibit 99.1
FOR IMMEDIATE RELEASE
For Further Information:
Eastern Environmental Services, Inc.
John Polling
(679) 235-6009
Waste Management, Inc.
Cherie Rice
(713) 512-6548
WMI #98-11
Waste Management and Eastern Environmental
Announce Merger Agreement
HOUSTON, TEXAS AND MT. LAUREL, NEW JERSEY (August 17, 1998) - Waste
Management, Inc. (NYSE: WMI) and Eastern Environmental Services, Inc. (NASDAQ:
EESI) jointly announced today that the companies had entered into a merger
agreement. Pursuant to the terms of the agreement, each shareholder of Eastern
will receive .6406 shares of Waste Management common stock for each share of
Eastern common stock held. Based on Waste Management's closing stock price of
$52.6875 per share on Friday, August 14, 1998, the transaction is valued at
approximately $1.3 billion. The closing of the merger is subject to approval by
Eastern's shareholders, certain governmental approvals, and other customary
closing conditions. The companies expect the merger to close prior to December
31, 1998.
John E. Drury, Waste Management's CEO, stated, "Eastern's business, which
will tuck nicely into our existing operations, should add about $.05 to our
combined 1999 per share earnings. We expect 1999 synergies from the combination
to be approximately $75 million. The combination will provide us with an
opportunity to increase our internalization of waste, strengthen our balance
sheet, improve our earnings and enhance our growth opportunities as we head into
1999." Drury further noted, "I applaud Lou Paolino and his team for an
outstanding job in putting the fine Eastern assets together in a relatively
short time. I am pleased that Lou has agreed to stay on with us for one year to
assist with the integration of the assets and help with additional market
development activity."
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Louis D. Paolino, Jr., Chairman, CEO and President of Eastern, said "This
is a tremendous opportunity to combine Eastern's assets with the premier solid
waste company in the industry. We have worked very hard over the past two years
in combining some of the best operations in the industry. I am extremely proud
of what Eastern's management and employees have accomplished and look forward to
a successful combination of these two fine companies."
Waste Management, Inc., based in Houston, is the global leader in providing
waste management services. In North America the Company operates throughout the
United States, the District of Columbia, Canada, Puerto Rico, and Mexico
servicing municipal, commercial, industrial and residential customers.
Certain statements provided in this release constitute forward-looking
statements that involve a number of risks and uncertainties. These risks and
uncertainties may cause actual results to differ materially from expected
results and are described in detail in the Securities and Exchange Commission
filings which have been made by Waste Management.
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