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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): September 15, 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
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Item 4. Change in Registrant's Certifying Accountant.
(a) Previous independent accountants
On Tuesday, September 15, 1998, upon the recommendation of
the Registrant's Audit Committee, the Board of Directors of the Registrant
resolved that the Registrant would retain Arthur Andersen LLP as the
Registrant's independent accountants.
The reports of PricewaterhouseCoopers LLP ("PwC") on the
consolidated financial statements of the Registrant as of December 31, 1997 and
1996 and for the three years in the period ended December 31, 1997, included in
the Registrant's annual report on Form 10-K contained no adverse opinion or
disclaimer of opinion and were not qualified as to uncertainty, audit scope or
accounting principles.
The decision to change independent accountants was made by
the Registrant's Audit Committee and approved by its Board of Directors. Arthur
Andersen LLP was previously the independent accountants of Waste Management
Holdings, Inc. (formerly known as Waste Management, Inc.). In July 1998, a
subsidiary of the Registrant was merged with and into Waste Management Holdings,
Inc.
During the fiscal years ended December 31, 1997 and December
31, 1996 and the six-month period ending June 30, 1998, there have been no
disagreements with PwC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PwC would have caused them
to make reference thereto in their report on the consolidated financial
statements for such periods.
During the periods described in the preceding sentence, there
have been no reportable events (as defined in Regulation S-K, Item
304(a)(1)(v)).
The Registrant has requested that PwC furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated September
16, 1998, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
On September 15, 1998, upon the recommendation of the
Registrant's Audit Committee, the Board of Directors of the Registrant resolved
to engage Arthur Andersen LLP as its new independent accountants to audit the
Registrant's financial statements. On August 10, 1998, the Registrant engaged
Arthur Andersen LLP as independent accountants in
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connection with the preparation of supplemental financial statements as of
December 31, 1997 and 1996 and for the three years in the period ended December
31, 1997, which present the consummation of the merger of a wholly owned
subsidiary of the Registrant with and into Waste Management Holdings, Inc.
(formerly known as Waste Management, Inc.) and the delivery of a letter in
connection with the proposed merger of a wholly owned subsidiary of Registrant
with and into Eastern Environmental Services, Inc. as to whether such merger
will qualify for "pooling of interests" accounting treatment.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
16.1 Letter from PricewaterhouseCoopers LLP to
the Securities and Exchange Commission
regarding the change in the Registrant's
certifying accountant.
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EXHIBIT INDEX
Exhibit
No. Description
16.1 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission regarding the
change in the Registrant's certifying accountant.
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.
Date: September 22, 1998
WASTE MANAGEMENT, INC.
/s/ Gregory T. Sangalis
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Name: Gregory T. Sangalis
Title: Senior Vice President and Secretary
Exhibit 16.1
PricewaterhouseCoopers
PricewaterhouseCoopers
1100 Louisiana Street
Suite 4100
Houston TX 77002
Telephone (713) 757 5200
Facsimile (713) 757 5249
September 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Waste Management, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated September 15, 1998. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP