SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 3, 2008
Waste Management, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-12154
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73-1309529 |
| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 1001 Fannin, Suite 4000 Houston, Texas
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77002 |
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(Zip Code) |
Registrant’s Telephone number, including area code: (713) 512-6200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01
Entry Into a Material Definitive Agreement; Item 8.01 Other Events.
On
March 3, 2008, Waste Management, Inc. (the “Company”)
commenced an underwritten public offering of $600,000,000
aggregate principal amount of its 6.10% Senior Notes due 2018 (the
“Notes”) under the Company’s Registration Statement on
Form S-3 (No. 333-137526) (the “Registration
Statement”). The Notes, which will be
fully and unconditionally guaranteed by our wholly-owned subsidiary Waste Management Holdings,
Inc. (“WM Holdings”), were sold pursuant to an underwriting
agreement (the “Underwriting Agreement”) entered into on
March 3, 2008 by the Company, WM Holdings and Banc of
America Securities LLC, J.P. Morgan Securities Inc. and Greenwich
Capital Markets, Inc. as representatives of the several underwriters
set forth therein. The Notes
will be issued under an indenture dated as of September 10, 1997, between the Company and The Bank of
New York Trust Company, N.A. (the current successor to Texas Commerce Bank National Association),
as trustee (the “Indenture”). Closing of the issuance and
sale of the Notes is scheduled to occur on March 6, 2008. The exhibits filed herewith
are filed pursuant to the Registration Statement pursuant to
Item 601 of Regulation S-K and
are included as exhibits to this current report and are incorporated
herein by reference. The description of the Underwriting Agreement is
qualified in its entirety by the full text of such document, which is
filed herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1.1
Underwriting Agreement dated March 3, 2008 by and among the Company, WM Holdings and Banc of
America Securities LLC, J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. as
representatives of the several Underwriters named therein.
4.1 Indenture dated September 10, 1997 by and between the Company and The Bank of New York Trust
Company, N.A. (the current successor to Texas Commerce Bank National Association), as Trustee,
relating to senior debt securities of the Company (incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K filed September 24, 1997).
4.2 Form
of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture.
4.3 Form of Note (included in Exhibit 4.2 above).
4.4 Form
of Guarantee
Agreement by WM Holding in
favor of the holders of Waste Management, Inc.’s 6.10% Senior
Notes due 2018.
5.1 Opinion of Baker Botts L.L.P.
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Exhibit Index
1.1
Underwriting Agreement dated March 3, 2008 by and among the Company, WM Holdings and Banc of
America Securities LLC, J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. as
representatives of the several Underwriters named therein.
4.1 Indenture dated September 10, 1997 by and between the Company and The Bank of New York Trust
Company, N.A. (the current successor to Texas Commerce Bank National Association), as Trustee,
relating to senior debt securities of the Company (incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K filed September 24, 1997).
4.2 Form
of Officers’ Certificate delivered pursuant to Section 3.01 of the Indenture.
4.3 Form of Notes (included in Exhibit 4.2 above).
4.4 Form
of Guarantee
Agreement by WM Holdings in
favor of the holders of Waste Management, Inc.’s 6.10% Senior
Notes due 2018.
5.1 Opinion of Baker Botts L.L.P.
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