8-KOther EventsExhibits & Filings

WASTE MANAGEMENT INC 8-K Report, Corporate Update (Nov 2, 2004)

Filed November 2, 2004For Securities:WM

Summary

Waste Management, Inc. (WM) filed an 8-K on November 2, 2004, to report on the settlement of a class action lawsuit related to earnings announcements in July and August 1999. As part of the settlement, the Company issued 7,474 shares of its common stock to certain class members. This issuance replaces cash payments that these members would have otherwise received, with the number of shares determined by dividing the cash amount by a 30-day trailing average of WM's stock price. This event signifies a step in resolving past legal issues concerning historical earnings reporting. While the number of shares issued is relatively small, it represents the fulfillment of a settlement agreement and is being registered through a prospectus supplement to an existing S-3 registration statement. Investors should note that this filing is primarily procedural, related to the execution of a previously announced settlement.

Key Highlights

  • 1Waste Management, Inc. issued 7,474 shares of common stock as part of a class action lawsuit settlement.
  • 2The lawsuit relates to earnings announcements made in July and August 1999.
  • 3The settlement agreement, announced in November 2001, allows for stock issuance in lieu of cash payments to certain class members.
  • 4The number of shares issued was calculated based on the cash equivalent amount divided by a 30-day trailing average of the Company's stock price.
  • 5A prospectus supplement has been filed under Rule 424(b) related to this stock issuance.
  • 6The issuance is incorporated by reference into an existing registration statement (Form S-3, File No. 333-97697).
  • 7The filing includes an exhibit: the legal opinion of John S. Tsai regarding the share issuance.

Frequently Asked Questions

The primary purpose is to report the issuance of 7,474 shares of Waste Management, Inc. common stock to certain class members as part of a settlement for a class action lawsuit concerning past earnings announcements.

The number of shares was determined by dividing the cash amount that class members would have received under the settlement by the 30-day trailing average of Waste Management's common stock closing price on the NYSE.

The issuance of 7,474 shares is a relatively small number compared to the total outstanding shares of a company like Waste Management, so it is unlikely to have a material impact on the company's overall share count or valuation.

This filing is an update on an existing settlement agreement that was announced in November 2001. The filing reports on the execution of the stock issuance component of that settlement.