================================================================================
UNITED STATES
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
Date of Report: November 15, 2001
WASTE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12154 73-1309529
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation or organization) Number)
1001 Fannin Street, Suite 4000
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 512-6200
(Registrants' telephone number, including area code)
================================================================================
ITEM 5. OTHER EVENTS.
On November 15, 2001, Waste Management, Inc. (the "Company")
entered into an underwriting agreement for the public offering of $400 million
of its 6 1/2% Senior Notes due 2008 (the "Notes"). The Notes are to be issued
under an Indenture dated as of September 10, 1997 between the Company and
JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as Trustee.
Closing of the issuance and sale of the Notes is scheduled for November 20,
2001. Further information is included in Exhibits 1, 4.1 and 4.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
1 Underwriting Agreement dated November 15, 2001, among Waste
Management, Inc., Banc of America Securities LLC, J.P. Morgan
Securities Inc., Salomon Smith Barney Inc., ABN AMRO
Incorporated, Credit Suisse First Boston Corporation, Fleet
Securities, Inc., Goldman, Sachs & Co., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, and PNC Capital Markets, Inc.
4.1 Form of Book-Entry Note representing 6 1/2% Senior Notes due
2008.
4.2 Officers' Certificate
5 Opinion of Baker Botts L.L.P.
23 Consent of Arthur Andersen LLP.
-2-
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: November 20, 2001 By: /s/ David P. Steiner
-------------------------------------------
David P. Steiner
Senior Vice President, General Counsel
and Corporate Secretary
-3-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1 Underwriting Agreement dated November 20, 2001, among Waste
Management, Inc., Banc of America Securities LLC, J.P. Morgan
Securities Inc., Salomon Smith Barney Inc., ABN AMRO
Incorporated, Credit Suisse First Boston Corporation, Fleet
Securities, Inc., Goldman, Sachs & Co., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, and PNC Capital Markets, Inc.
4.1 Form of Book-Entry Note representing 6 1/2% Senior Notes due
2008.
4.2 Officers' Certificate
5 Opinion of Baker Botts L.L.P.
23 Consent of Arthur Andersen LLP.
-4-