I WAS GOING TO END IT AT PAGE 12, BUT I FOUND THIS.
FOR THE FULL CASE, PRESS HERE,
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Release No. 42968 / June 21, 2000
Accounting and Auditing Enforcement
Release No. 1277 / June 21, 2000
Administrative Proceeding
File No. 3-10238
In the Matter of :
: ORDER INSTITUTING
: PROCEEDINGS PURSUANT
WASTE MANAGEMENT, INC. : TO SECTION 21C OF THE
: SECURITIES EXCHANGE
: ACT OF 1934, MAKING
: FINDINGS, AND IMPOSING
: A CEASE-AND-DESIST ORDER
I.
The Commission deems it appropriate that public cease-and-desist proceedings
be, and hereby are, instituted against Waste Management, Inc. ("WMI" or the
"company") pursuant to Section 21C of the Securities Exchange Act of 1934
(the "Exchange Act").
II.
In anticipation of the institution of these administrative proceedings, WMI
has submitted an Offer of Settlement, which the Commission has determined to
accept. Solely for the purpose of this proceeding and any other proceedings
brought by or on behalf of the Commission or to which the Commission is a
party, and without admitting or denying the findings set forth herein, except
as to the Commission's jurisdiction over it, which is admitted, WMI consents
to the entry of the findings and to the issuance of this Order Instituting
Proceedings Pursuant To Section 21C of the Securities Exchange Act of 1934,
Making Findings, and Imposing A Cease-and-Desist Order ("Order").
III.
CONCLUSION
VII.
ORDER
Accordingly, IT IS HEREBY ORDERED THAT:
WMI shall cease and desist from committing or causing any violation or future
violation of Sections 10(b), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act
and Rule 10b-5.
By the Commission.
Jonathan G. Katz
Secretary
1 The findings herein are made pursuant to the Respondent's Offer and are not
binding on any other person or entity in this or any other proceeding.
2 WMI (including USA and Old Waste) initially provided estimates of its 1999
performance to the public in press releases announcing the merger between USA
and Old Waste, in a joint proxy filed by USA and Old Waste in June 1998 and
at an introductory meeting of the new company following the July 16, 1998
closing of the merger between USA and Old Waste.
3 The proxy disclosed that these projections (assumed annualized operating
synergies and cost savings of approximately $800 million) and cautioned
investors that, ([i]n light of the uncertainties inherent in forecasts of any
kind, the inclusion of this forecast herein should not be regarded as a
representation of USA Waste, Waste Management or New Waste Management . . .
that the forecast will be achieved.)
4 All of the senior managers at the corporate level were from USA and all but
one of the five senior field managers were from USA. At the operating level,
however, the relative contribution of employees and management reflected Old
Waste's larger size as almost 80% of the regions and districts were
comprised primarily of former Old Waste personnel.
5 The Quarter Consolidation Worksheet prepared on May 28, however, showed
virtually no change in the earnings per share shortfalls, as another area's
earnings were increased by an amount equal to almost $.04 per share.
6 Earlier estimates were generated by the field from less complete data than
was available on May 26 and May 28.
http://www.sec.gov/enforce/adminact/34-42222.htm
Last update: 01/10/2000
