-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NRiBnm5EiJSxd3fq3f+u0iKY8+GAQ1Oa72OzQs8I/VaopJ6zYd9/0feGc9kqDVlB DkE9/M43gItLkjF4g+kbTA== 0000899140-96-000256.txt : 19960524 0000899140-96-000256.hdr.sgml : 19960524 ACCESSION NUMBER: 0000899140-96-000256 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960523 SROS: NYSE GROUP MEMBERS: DUQUESNE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS GEORGE GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WMX TECHNOLOGIES INC CENTRAL INDEX KEY: 0000104938 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 362660763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35670 FILM NUMBER: 96571767 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 7085722478 MAIL ADDRESS: STREET 1: 3003 BUTTERFIELD ROAD CITY: OAKBROOK STATE: IL ZIP: 60521 FORMER COMPANY: FORMER CONFORMED NAME: WASTE MANAGEMENT INC DATE OF NAME CHANGE: 19930527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WMX TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $1 par value (Title of Class of Securities) 92929Q107 (CUSIP Number) Daniel Schloendorn Willkie Farr & Gallagher One Citicorp Center New York, New York 10022 (212) 821-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 1996 (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Soros 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF, PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 22,600,500 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 22,600,500 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,600,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.56% 14. TYPE OF REPORTING PERSON* IA; IN SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Quantum Industrial Partners LDC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 1,288,600 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 1,288,600 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% 14. TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QIH Management Investor, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 1,288,600 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,288,600 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% 14. TYPE OF REPORTING PERSON* IA; PN SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QIH Management, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 1,288,600 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,288,600 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,288,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% 14. TYPE OF REPORTING PERSON* IA; CO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stanley F. Druckenmiller 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 2,625,100 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,625,100 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.53% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Duquesne Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER SHARES BENEFICIALLY 2,625,100 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,625,100 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.53% 14. TYPE OF REPORTING PERSON* IA; OO Item 1. Security and Issuer This statement on Schedule 13D relates to shares of Common Stock, $1 par value (the "Common Stock"), of WMX Technologies, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3003 Butterfield Road, Oak Brook, Illinois 60521. This statement on Schedule 13D is being filed by the Reporting Persons (as defined below) to report recent transactions in the Common Stock as a result of which the Reporting Persons may be deemed the beneficial owners of in excess of 5% of the outstanding Common Stock. Item 2. Identity and Background This statement is being filed on behalf of (1) Mr. George Soros ("Mr. Soros"), (2) Quantum Industrial Partners LDC ("Quantum Industrial"), (3) QIH Management Investor, L.P. ("QIHMI"), (4) QIH Management, Inc. ("QIH Management"), (5) Mr. Stanley Druckenmiller ("Mr. Druckenmiller") and (6) Duquesne Capital Management, L.L.C. ("Duquesne LLC"). Mr. Soros, Quantum Industrial, QIHMI, QIH Management, Mr. Druckenmiller and Duquesne LLC are sometimes collectively referred to herein as the "Reporting Persons." Mr. Soros is filing in his capacity as (a) the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM"); (b) the sole stockholder QIH Management; (c) an individual investor; and (d) a general partner of Lupa Family Partners ("Lupa"). Mr. Druckenmiller is filing in his capacity as the sole managing member of Duquesne LLC. This statement on Schedule 13D relates to shares of Common Stock held for the accounts of each of the following: (i) Quantum Partners LDC ("Quantum Partners"); (ii) Quota Fund N.V. ("Quota Fund"); (iii) Quantum Industrial (iv) Mr. Soros, individually; (v) Lupa; and (vi) certain investment advisory clients over which Duquesne LLC has investment discretion (the "Duquesne Clients"). Quantum Partners is a Cayman Islands exempted limited duration company which has granted investment discretion to SFM pursuant to an investment advisory contract. Quota Fund is a Netherlands Antilles corporation which has granted investment discretion to SFM pursuant to an investment advisory contract. SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager to several foreign investment companies, including Quantum Partners and Quota Fund. SFM's contracts with its clients generally provide that SFM is responsible for designing and implementing its clients' overall investment strategy; for conducting direct portfolio management strategies to the extent that SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of its clients; and for allocating and reallocating its clients' assets among such other investment advisors and SFM. Pursuant to regulations promulgated under Section 13(d) of the Securities and Exchange Act of 1934 (the "Exchange Act"), Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a beneficial owner of securities, including the shares of Common Stock, held for the accounts of Quantum Partners and Quota Fund as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. The principal occupation of Mr. Soros, a U.S. citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto and incorporated by reference in response to this Item 2. Quantum Industrial is a Cayman Islands exempted limited duration company with its principal address at Kaya Flamboyan 9, Curacao, Netherlands Antilles. Quantum Industrial is a private investment fund which is engaged in a variety of direct and indirect investments. QIHMI, a Delaware limited partnership, is vested with investment discretion with respect to the portfolio assets held for the account of Quantum Industrial pursuant to the articles of association of Quantum Industrial. The principal business of QIHMI is to provide management and advisory services to and to invest in, Quantum Industrial. QIH Management, a Delaware corporation of which Mr. Soros is the sole stockholder, is the sole general partner of QIHMI. The sole purpose of QIH Management is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have their principal offices at 888 Seventh Avenue, New York, New York 10106. Pursuant to regulations promulgated under Section 13(d) of the Exchange Act, QIHMI, by reason of its investment discretion over the securities owned by Quantum Industrial, QIH Management, as the sole general partner of QIHMI, and Mr. Soros, as the sole stockholder of QIH Management, may each be deemed a beneficial owner of securities, including the Common Stock, held for the account of Quantum Industrial. Quantum Industrial, QIHMI and QIH Management each expressly disclaims beneficial ownership of any shares of Common Stock not directly held for the accounts of Quantum Industrial. Lupa is a New York limited partnership which is primarily engaged in securities investment. In his capacity as one of two general partners of Lupa, Mr. Soros exercises voting and dispositive power with respect to securities held for the account of Lupa. The other general partner of Lupa is Mr. Paul Soros, Mr. Soros' brother, who does not normally exercise dispositive or voting power over the investments held by Lupa. Paul Soros is a United States citizen who is the founder and former president of Soros Associates, an international engineering firm. Paul Soros has his principal office at 888 Seventh Avenue, New York, New York 10106. Pursuant to regulations promulgated under Section 13(d) of the Exchange Act, by reason of his position as one of two general partners of Lupa, Mr. George Soros may be deemed the beneficial owner of securities, including the Common Stock, for the account of Lupa. Mr. George Soros expressly disclaims beneficial ownership of any shares of Common Stock not directly held for the accounts of Quantum Partners, Quota Fund, Quantum Industrial, himself or Lupa. The principal occupation of Mr. Druckenmiller, a United States citizen, is his position as a Managing Director of SFM at SFM's principal office. In addition, Mr. Druckenmiller owns a 75% interest in and is the sole managing member of Duquesne LLC, an investment advisory firm. Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by reason of his ownership interest in and position with Duquesne LLC, Mr. Druckenmiller may be deemed to be the beneficial owner of all the securities, including the Common Stock, held by the Duquesne Clients. Duquesne LLC, a Pennsylvania limited liability company, is an investment advisory firm which is engaged in a variety of direct and indirect investments. Duquesne LLC has its principal offices at 2579 Washington Road, Suite 322, Pittsburgh, Pennsylvania 15241-2591. Its principal business is to serve, pursuant to contract, as a discretionary investment advisor to institutional and individual clients, including the Duquesne Clients. Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, by reason of its investment discretion over the accounts it manages for the Duquesne Clients, Duquesne LLC may be deemed to be the beneficial owner of all such Common Stock held by the Duquesne Clients. Mr. Druckenmiller and Duquesne LLC each expressly disclaims beneficial ownership of any shares of Common Stock not directly held for the accounts of the Duquesne Clients. During the past five years, none of the Reporting Persons, Quantum Partners, Quota Fund, Lupa, and to the knowledge of the Reporting Persons, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which such person has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Sources and Amounts of Funds or Other Consideration Quantum Partners. Quantum Partners expended approximately $327,501,798 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. Quota Fund. Quota Fund expended approximately $16,391,000 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. Quantum Industrial. Quantum Industrial expended approximately $45,105,249 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. Mr. Soros. Mr. Soros expended approximately $36,795,126 of his personal funds to purchase the Common Stock which is reported in item 5(c) as having been purchased for his account during the past 60 days. Lupa. Lupa expended approximately $36,795,126 of its working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for its account during the past 60 days. Duquesne Clients. The Duquesne Clients expended approximately $49,177,130 of their working capital to purchase the Common Stock which is reported in Item 5(c) as having been purchased for their accounts during the past 60 days. The shares of Common Stock held by Quantum Partners, Quota Fund, Quantum Industrial, Mr. Soros individually, Lupa and the Duquesne Clients may be held through margin accounts maintained with brokers, which extend margin credit, as and when required to open or carry positions in such margin accounts, subject to applicable federal margin regulations, stock exchange rules and the credit policies of such firms. The positions held in the margin accounts, including the Common Stock, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction Quantum Partners, Quota Fund, Quantum Industrial, Mr. Soros individually, Lupa and the Duquesne Clients acquired for investment purposes all of the Common Stock reported herein as being beneficially owned by them. From time to time, the Reporting Persons intend to discuss with management of the Issuer the Reporting Persons' suggestions for enhancing shareholder value. Such suggestions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. However, the Reporting Persons do not intend to seek control of the Issuer or participate in the management of the Issuer. Except as described above, none of Quantum Partners, Quota Fund, Quantum Industrial, Mr. Soros, Lupa, the Duquesne Clients and, to the best of the Reporting Persons' knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. Item 5. Interest in Securities of the Issuer (a)(i) On the date of this Statement, the aggregate number of shares of Common Stock of which Mr. Soros may be deemed a beneficial owner is 22,600,500 (approximately 4.56% of the Common Stock outstanding). This number includes (A) 17,957,000 shares of Common Stock held for the account of Quantum Partners, (B) 500,000 shares of Common Stock held for the account of Quota Fund, (C) 1,288,600 held for the account of Quantum Industrial, (D) 1,427,450 shares of Common Stock held for Mr. Soros' personal account and (E) 1,427,450 shares of Common Stock held for the account of Lupa. (ii) On the date of this Statement, the aggregate number of shares of Common Stock of which Quantum Industrial may be deemed a beneficial owner is 1,288,600 (approximately 0.26% of the Common Stock outstanding). (iii) On the date of this Statement, the aggregate number of shares of Common Stock of which QIHMI may be deemed to be a beneficial owner is 1,288,600 (approximately 0.26% of the Common Stock outstanding). (iv) On the date of this Statement, the aggregate number of shares of Common Stock of which QIH Management may be deemed to be a beneficial owner is 1,288,600 (approximately 0.26% of the Common Stock outstanding). (v) On the date of this Statement, the aggregate number of shares of Common Stock of which Mr. Druckenmiller may be deemed a beneficial owner is 2,625,100 (approximately 0.53% of the Common Stock outstanding). (vi) On the date of this Statement, the aggregate number of shares of Common Stock of which Duquesne LLC may be deemed a beneficial owner is 2,625,100 (approximately 0.53% of the Common Stock outstanding). (b)(i) Pursuant to the terms of the contract between Quantum Partners and SFM and the Voting Agreement (as defined below), Mr. Soros may be deemed to have shared power to direct the voting and sole power to direct the disposition of securities held for the account of Quantum Partners, including the 17,957,000 shares of Common Stock held by Quantum Partners. (ii) Pursuant to the terms of the contract between Quota Fund and SFM and the Voting Agreement, Mr. Soros may be deemed to have shared power to direct the voting and sole power to direct the disposition of securities held for the account of Quota Fund, including 500,000 shares of Common Stock held by Quota Fund. (iii) By virtue of his position as the sole stockholder of QIH Management and pursuant to the terms of the Voting Agreement, Mr. Soros may be deemed to have shared power to direct the voting and sole power to direct the disposition of securities held for the account of Quantum Industrial, including 1,288,600 shares of Common Stock held by Quantum Industrial. (iv) Pursuant to the terms of the Voting Agreement, Mr. Soros has shared power to direct the voting and sole power to direct the disposition of the 1,427,450 shares of Common Stock that he holds for his personal account. (v) By virtue of his position as a general partner of Lupa and pursuant to the terms of the Voting Agreement, Mr. Soros may be deemed to have shared power to direct the voting and sole power to direct the disposition of securities held for the account of Lupa, including 1,427,450 shares of Common Stock held by Lupa. (vi) Pursuant to the terms of the Voting Agreement, Quantum Industrial has shared power to direct voting and sole power to direct the disposition of securities held for the account of Quantum Industrial, including 1,288,600 shares of Common Stock held by Quantum Industrial. (vii) Pursuant to the terms of the articles of association of Quantum Industrial and the Voting Agreement, QIHMI has shared power to direct the voting and sole power to direct the disposition of securities held for the account of Quantum Industrial, including 1,288,600 shares of Common Stock held by Quantum Industrial. (viii) By virtue of its position as the sole general partner of QIHMI and pursuant to the Voting Agreement, QIH Management has shared power to direct the voting and sole power to direct the disposition of securities held for the account of Quantum Industrial, including 1,288,600 the shares of Common Stock held by Quantum Industrial. (ix) By virtue of his ownership interest in, and position as the sole managing member of Duquesne LLC, and pursuant to the Voting Agreement, Mr. Druckenmiller may be deemed to have shared power to direct the voting and sole power to direct the disposition of securities held for the account of the Duquesne Clients, including 2,625,100 shares of Common Stock held by the Duquesne Clients. (x) Pursuant to the terms of investment advisory contracts between each of the Duquesne Clients and Duquesne LLC and the Voting Agreement, Duquesne may be deemed to have shared power to direct the voting and sole power to direct the disposition of securities held for the accounts of the Duquesne Clients, including the 2,625,100 shares of Common Stock held by the Duquesne Clients. The percentages used herein are calculated based upon the 496,135,356 shares of Common Stock stated to be issued and outstanding at April 30, 1996, as reflected in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (c) Except for the transactions listed in Annex B hereto or as otherwise described in this Item 5(c), there have been no transactions with respect to the Common Stock during the past 60 days by any of Quantum Partners, Quota Fund, Quantum Industrial, Mr. Soros, Lupa and the Duquesne Clients. In addition, SFM has delegated investment discretion with respect to a certain portion of Quota Fund's portfolio to Brahman Capital Corp., a Delaware corporation ("Brahman"). As a result of SFM's ability to terminate its contractual relationship with Brahman within 60 days, the Reporting Person may be deemed the beneficial owner of securities, including the Common Stock, held in such portfolio. Annex B sets forth the transactions with respect to the Common Stock during the past 60 days effected by Brahman for the account of such portfolio. As of the date hereof, such portfolio holds no shares of Common Stock. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of shares of Common Stock, except that the respective shareholders, or partners as relevant, of Quantum Partners, Quota Fund, Quantum Industrial, Lupa and the Duquesne Clients have the right to participate in the receipt of dividends from or proceeds for the sale of, the shares of Common Stock held for their respective accounts. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Mr. Soros and Duqesne LLC have entered into an agreement, a copy of which is attached hereto as Exhibit E (the "Voting Agreement"), whereby they will use their best efforts to reach an agreement to vote in the same manner all of the shares of Common Stock over which they have direct or indirect voting power. From time to time, the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. Item 7. Material to be Filed as Exhibits A. Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Sean C. Warren. B. Power of Attorney dated May 23, 1996 granted by Quantum Industrial in favor of Sean C. Warren. C. Limited Power of Attorney dated March 23, 1994 granted by Stanley F. Druckenmiller in favor of Michael A. Shay D. Joint Filing Agreement dated May 23, 1996 pursuant to Rule 13d-f(1) among Mr. Soros, Quantum Industrial, QIHMI, QIH Management, Mr. Druckenmiller and Duquesne LLC. E. Voting Agreement dated May 23, 1996 between Mr. Soros and Duquesne LLC. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 23, 1996. GEORGE SOROS By: /s/ Sean C. Warren Name: Sean C. Warren Title: Attorney-in-Fact QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren Name: Sean C. Warren Title: Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., general partner By: /s/ Sean C. Warren Name: Sean C. Warren Title: Vice President QIH MANAGEMENT, INC. By: /s/ Sean C. Warren Name: Sean C. Warren Title: Vice President STANLEY F. DRUCKENMILLER By: /s/ Michael A. Shay Name: Michael A. Shay Title: Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Michael A. Shay Name: Michael A. Shay Title: Vice President ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K.H. Bessent Walter Burlock Stanley Druckenmiller Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. During the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. ANNEX B RECENT TRANSACTIONS IN THE COMMON STOCK OF WMX TECHNOLOGIES, INC.
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Quantum Industrial 05/01/96 Purchase 138,700 $34.923 05/02/96 Purchase 202,200 34.968 05/02/96 Purchase 25,000 34.925 05/03/96 Purchase 25,700 35.060 05/06/96 Purchase 51,300 35.034 05/07/96 Purchase 194,000 35.055 05/08/96 Purchase 187,000 35.060 05/08/96 Purchase 58,200 35.006 05/08/96 Purchase 113,100 34.887 05/09/96 Purchase 165,400 35.059 05/10/96 Purchase 29,300 35.060 05/13/96 Purchase 98,700 34.990
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Quantum Partners 03/25/96 Purchase 375,000 $31.640 03/25/96 Purchase 62,400 31.645 03/26/96 Purchase 603,000 31.938 03/27/96 Purchase 410,300 31.622 03/28/96 Purchase 459,800 31.778 03/29/96 Purchase 372,300 31.697 04/01/96 Purchase 921,600 32.881 04/03/96 Purchase 194,500 32.501 04/04/96 Purchase 60,700 32.560 04/08/96 Purchase 41,200 32.050 04/09/96 Purchase 625,700 32.782 04/10/96 Purchase 833,000 33.848 04/11/96 Purchase 335,900 33.966 04/12/96 Purchase 219,500 34.060 04/15/96 Purchase 294,600 33.952 04/16/96 Purchase 487,400 34.009 04/17/96 Purchase 544,500 33.957 04/18/96 Purchase 125,000 33.933 04/22/96 Purchase 234,300 34.041 05/01/96 Purchase 277,500 34.923 05/02/96 Purchase 404,400 34.968 05/02/96 Purchase 50,000 34.925 05/03/96 Purchase 51,500 35.060 05/06/96 Purchase 102,700 35.034 05/07/96 Purchase 388,300 35.055 05/08/96 Purchase 374,000 35.060 05/08/96 Purchase 116,500 35.006
Quantum Partners 05/08/96 Purchase 225,600 $34.887 (continued) 05/09/96 Purchase 330,900 35.059 05/10/96 Purchase 58,600 35.060 05/13/96 Purchase 197,400 34.990
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Quota Fund (Brahman) 04/19/96 Purchase 36,000 $34.855 04/24/96 Sell 36,000 33.977
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Quota Fund (SFM) 04/09/96 Purchase 500,000 $32.782
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Mr. George Soros 03/25/96 Purchase 22,500 $31.640 03/25/96 Purchase 3,800 31.645 03/26/96 Purchase 36,200 31.938 03/27/96 Purchase 24,600 31.622 03/28/96 Purchase 27,600 31.778 03/29/96 Purchase 22,300 31.697 04/01/96 Purchase 55,300 32.881 04/03/96 Purchase 11,700 32.501 04/04/96 Purchase 3,600 32.560 04/08/96 Purchase 2,500 32.050 04/09/96 Purchase 37,500 32.782 04/10/96 Purchase 50,000 33.848 04/11/96 Purchase 20,150 33.966 04/12/96 Purchase 13,200 34.060 04/15/96 Purchase 17,700 33.952 04/16/96 Purchase 29,200 34.009 04/17/96 Purchase 32,700 33.957 04/18/96 Purchase 7,500 33.933 04/22/96 Purchase 14,100 34.041 05/01/96 Purchase 69,400 34.923 05/02/96 Purchase 101,100 34.968 05/02/96 Purchase 12,500 34.925 05/03/96 Purchase 12,900 35.060 05/06/96 Purchase 25,700 35.034 05/07/96 Purchase 97,000 35.055 05/08/96 Purchase 93,500 35.060
Mr. George Soros 05/08/96 Purchase 29,100 $35.006 (continued) 05/08/96 Purchase 56,400 34.887 05/09/96 Purchase 82,700 35.059 05/10/96 Purchase 14,700 35.060 05/13/96 Purchase 49,350 34.990
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Lupa 03/25/96 Purchase 22,500 $31.640 03/25/96 Purchase 3,800 31.645 03/26/96 Purchase 36,200 31.938 03/27/96 Purchase 24,600 31.622 03/28/96 Purchase 27,600 31.778 03/29/96 Purchase 22,300 31.697 04/01/96 Purchase 55,300 32.881 04/03/96 Purchase 11,700 32.501 04/04/96 Purchase 3,600 32.560 04/08/96 Purchase 2,500 32.050 04/09/96 Purchase 37,500 32.782 04/10/96 Purchase 50,000 33.848 04/11/96 Purchase 20,150 33.966 04/12/96 Purchase 13,200 34.060 04/15/96 Purchase 17,700 33.952 04/16/96 Purchase 29,200 34.009 04/17/96 Purchase 32,700 33.957 04/18/96 Purchase 7,500 33.933 04/22/96 Purchase 14,100 34.041 05/01/96 Purchase 69,400 34.923 05/02/96 Purchase 101,100 34.968 05/02/96 Purchase 12,500 34.925 05/03/96 Purchase 12,900 35.060 05/06/96 Purchase 25,700 35.034 05/07/96 Purchase 97,000 35.055 05/08/96 Purchase 93,500 35.060
Lupa 05/08/96 Purchase 29,100 $35.006 (continued) 05/08/96 Purchase 56,400 34.887 05/09/96 Purchase 82,700 35.059 05/10/96 Purchase 14,700 35.060 05/13/96 Purchase 49,350 34.990
Date of Nature of Number of Shares Price Per Share For the Account of: Transaction Transaction ---------------- --------------- ----------- ----------- Duquesne Clients 03/25/96 Purchase 30,000 $31.6400 03/25/96 Purchase 5,000 31.6450 03/26/96 Purchase 48,600 31.9380 03/27/96 Purchase 33,000 31.6220 03/28/96 Purchase 37,000 31.7780 03/29/96 Purchase 30,000 31.6970 04/01/96 Purchase 74,100 32.8810 04/03/96 Purchase 15,700 32.5010 04/04/96 Purchase 4,900 32.5600 04/08/96 Purchase 3,300 32.0500 04/09/96 Purchase 50,300 32.7820 04/10/96 Purchase 500,000 33.5290 04/10/96 Purchase 67,000 33.8480 04/11/96 Purchase 26,800 33.9660 04/12/96 Purchase 17,600 34.0600 04/15/96 Purchase 24,000 33.9523 04/16/69 Purchase 39,200 34.0093 04/17/96 Purchase 43,800 33.9570 04/18/96 Purchase 10,000 33.9330 04/22/96 Purchase 18,900 34.0410 05/08/96 Purchase 41,100 35.0060 05/08/96 Purchase 132,000 35.0600 05/09/96 Purchase 116,800 35.0595 05/10/96 Purchase 20,700 35.0600 05/13/96 Purchase 69,700 34.9906
EX-10.1 2 JOINT FILING AGREEMENT 1 EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of WMX Technologies, Inc. dated May 23, 1996 is and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: May 23, 1996 GEORGE SOROS By: /s/ Sean C. Warren Name: Sean C. Warren Attorney-in-Fact QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Sean C. Warren Name: Sean C. Warren Title: Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management Inc., general partner By: /s/ Sean C. Warren Name: Sean C. Warren Title: Vice President QIH MANAGEMENT, INC. By: /s/ Sean C. Warren Name: Sean C. Warren Title: Vice President 2 STANLEY F. DRUCKENMILLER By: /s/ Michael A. Shay Michael A. Shay Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Michael A. Shay Name: Michael A. Shay Title: Vice President EX-10.2 3 VOTING AGREEMENT 1 EXHIBIT E AGREEMENT This AGREEMENT dated as of May 13, 1996 by and between GEORGE SOROS ("Mr. Soros") and DUQUESNE CAPITAL MANAGEMENT, L.L.C., a Pennsylvania limited liability company ("Duquesne LLC"). W I T N E S S E T H WHEREAS, Mr. Soros may be deemed the direct or indirect beneficial owner of shares of common stock, par value $1 ("Common Stock") of WMX Technologies, Inc. (the "Issuer"); WHEREAS, Duquesne LLC may be deemed the direct or indirect beneficial owner of shares of Common Stock; WHEREAS, Mr. Soros and Duquesne LLC desire to vote the shares of Common Stock of which they may be deemed to be beneficial owners in the same manner; NOW THEREFORE, in consideration of the foregoing and of the mutual terms and conditions set forth herein, the parties hereto, intending to be legally bound, agree as follows: 1. At any time any actions are taken or proposed to be taken by the Issuer which require a vote of the stockholders of the Issuer, the parties shall meet within a reasonable period of time prior to the date on which such a vote is to be taken, and shall use their best efforts to reach an agreement to vote in the same manner all of the shares of Common Stock over which each of them has direct or indirect voting power. 2. This agreement shall terminate in the event either Mr. Soros or Duquesne LLC no longer has direct or indirect voting power with respect to any shares of Common Stock. 3. Nothing in this Agreement shall prevent any party from acquiring any additional shares of Common Stock or disposing of any shares of Common Stock with respect to which the party has direct or indirect dispositive power. Any additional shares of Common Stock acquired over which either Mr. Soros or Duquesne LLC has direct or indirect voting power shall be subject to the terms and conditions of this Agreement. 4. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement. 2 5. This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. 6. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 3 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date above first written. GEORGE SOROS By: /s/ Sean C. Warren Sean C. Warren Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Michael A. Shay Name: Michael A. Shay Title: Vice President EX-24.1 4 SOROS POWER OF ATTORNEY EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name, in my personal capacity or in my personal capacity as sole proprietor of Soros Fund Management, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 16th day of April, 1996. /s/ George Soros GEORGE SOROS EX-24.2 5 QUANTUM POWER OF ATTORNEY EXHIBIT B QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute, and appoint: GARY GLADSTEIN, SEAN C.WARREN, and MICHAEL NEUS acting, singly and not jointly, as its true and lawful agent(s) and attorney-in-fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be executed this 23rd day of May, 1996. /s/QUANTUM INDUSTRIAL PARTNERS LDC Curasao Corporation Company N.V. Managing Director EX-24.3 6 DRUCKENMILLER POWER OF ATTORNEY EXHIBIT C LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint MICHAEL A. SHAY, as my agent and attorney-in-fact for the limited purpose of executing in my name and my personal capacity (1) all documents relating to the beneficial ownership of securities required to be filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 (the "Act") including, without limitation: (a) any acquisition statements on Schedule 13D and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3 or Form 4 and (ii) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 23rd day of March, 1994. /s/Stanley F. Druckenmiller Stanley F. Druckenmiller -----END PRIVACY-ENHANCED MESSAGE-----