WASTE MANAGEMENT, INC.
0000 XXXXXXXXXXX XXXX
XXX XXXXX, XXXXXXXX 00000
Dear Stockholder:
On March 10, 1998, Waste Management, Inc. ("Waste Management") entered into
an agreement and plan of merger (the "Merger Agreement") to merge with a
wholly-owned subsidiary of USA Waste Services, Inc. ("USA Waste"). Pursuant to
the Merger Agreement, each share of Waste Management common stock will be
converted into the right to receive 0.725 of a share of USA Waste common stock
and Waste Management will become a wholly-owned subsidiary of USA Waste. The
shares of USA Waste common stock to be issued to Waste Management stockholders
in the merger will represent approximately 60% of the outstanding shares of USA
Waste common stock after the merger. You will be asked to consider and approve
the Merger Agreement at a Special Meeting of Stockholders on Wednesday, July 15,
1998. The accompanying Joint Proxy Statement/Prospectus presents the details of
the proposed merger.
WASTE MANAGEMENT'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT AND RECOMMENDS THAT YOU VOTE FOR ITS APPROVAL AND ADOPTION.
Your Board of Directors believes that this strategic combination will result
in the creation of a strong industry leader with an outstanding asset base and
the most talented corporate and field management team in the waste services
business. We expect the merger will provide the combined company with the
opportunity to achieve significant cost savings through operating synergies and
enhanced efficiencies. These cost savings, coupled with a strategy to focus on
new opportunities for revenue growth within the waste management services
marketplace that we know so well, should make "New Waste Management" a powerful
cash generator and allow us to reach our goal of growing operating earnings at a
very favorable rate for the next several years.
FOR FURTHER INFORMATION REGARDING THE MERGER, I URGE THAT YOU READ CAREFULLY
THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS AND, SPECIFICALLY, THE SECTION
ENTITLED "THE MERGER -- REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARDS OF
DIRECTORS". If you have more questions about the merger or would like
additional copies of the accompanying Joint Proxy Statement/Prospectus, you
should contact: Waste Management Shareholder Services, P.O. Box 1400,
Pittsburgh, Pennsylvania 15230; telephone (000) 000-0000. Even if you plan to
attend the Special Meeting in person, please complete, sign, and date and
promptly return the enclosed proxy card in the enclosed postage-prepaid
envelope.
Sincerely,
Xxxxxx X. Xxxxxx
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
