-----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, NY73t+T1SDJkl8TRxRb1uMSE1wBw47OOiRSpuAyBiOMp4QYn4lidU5FyAEArdXe0 xZ3YjEDBIDcdVGtHoRxnQA== 0000899140-97-000184.txt : 19970222 0000899140-97-000184.hdr.sgml : 19970222 ACCESSION NUMBER: 0000899140-97-000184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970213 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 FUND MANAGEMENT LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35670 FILM NUMBER: 97530969 BUSINESS ADDRESS: STREET 1: 3003 BUTTERFIELD RD CITY: OAK BROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6305728800 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/A 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/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* WMX TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $1 par value (Title of Class of Securities) 92929Q107 (CUSIP Number) Christopher E. Manno, Esq. 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) February 11, 1997 (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 [ ]. - ---------------- 2 SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Soros (in the capacity described herein) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 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 22,600,500 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,854,900 WITH 10. SHARED DISPOSITIVE POWER 19,745,600 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* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.66% 14. TYPE OF REPORTING PERSON* IA; IN 3 SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SOROS FUND MANAGEMENT LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 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 19,745,600 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 19,745,600 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,745,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.07% 14. TYPE OF REPORTING PERSON* 00; IA 4 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* Not Applicable 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 1,288,600 BENEFICIALLY 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* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% 14. TYPE OF REPORTING PERSON* OO; IV 5 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* Not Applicable 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 1,288,600 BENEFICIALLY 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* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% 14. TYPE OF REPORTING PERSON* IA; PN 6 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* Not Applicable 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 1,288,600 BENEFICIALLY 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* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% 14. TYPE OF REPORTING PERSON* CO 7 SCHEDULE 13D CUSIP No. 92929Q107 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stanley F. Druckenmiller (in the capacity described herein) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[x] b[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not Applicable 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 22,370,700 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,625,100 WITH 10. SHARED DISPOSITIVE POWER 19,745,600 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,370,700 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.61% 14. TYPE OF REPORTING PERSON* IA 8 SCHEDULE 13D CUSIP No. 92929Q107 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* Not Applicable 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 2,625,100 BENEFICIALLY 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* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.54% 14. TYPE OF REPORTING PERSON* IA; OO 9 Introductory Note This Amendment No. 4 is being filed by the Reporting Persons solely to report a change in the purpose for which the Reporting Persons hold shares of Common Stock (as defined herein). There has been no change in the number of shares of Common Stock held by the Reporting Persons since the date of the Initial Statement (as defined herein). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Statement (as defined herein). The Statement is supplementally amended as set forth herein. Item 1. Security and Issuer This Amendment No. 4 to Schedule 13D relates to shares of Common Stock, $1 par value per share (the "Common Stock"), of WMX Technologies, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 4 amends the initial statement (the "Initial Statement") on Schedule 13D of certain of the Reporting Persons (as defined herein) dated May 23, 1996, as amended (collectively, the "Statement"). The principal executive offices of the Issuer are located at 3003 Butterfield Road, Oak Brook, Illinois 60521. Item 4. Purpose of Transaction Item 4 is amended by adding the following paragraphs to the end of such item: Following the meeting on February 11, 1997, that afternoon, a representative of the Reporting Persons had discussions with the Issuer's outside counsel and requested that the Issuer reconsider its objection to Cede & Co.'s written notice (the "Nomination Notice") on behalf of Quantum Partners nominating 10 Messrs. Karp, Lanese, Mebane and Nusbaum as nominees to the Issuer's Board (the "Nominees"). On February 11, 1997, Cede & Co. and SFM LLC received a letter, virtually simultaneously with the conversation described above, from the Issuer dated February 11, 1997 (the "February 11 Letter") stating that the nominations of the Nominees "are not in compliance with the Company's By-laws and will not be considered at the 1997 Annual Meeting." The February 11 Letter also indicated that the Board had directed its Nominating Committee to "consider the four individuals identified in the letter as possible candidates for nomination as directors of the [Issuer]." The February 11 Letter is attached hereto as Exhibit G. On February 12, 1997 SFM LLC, on behalf of Quantum Partners, responded by letter (the "SFM LLC February 12 Letter") to the Issuer. The SFM LLC February 12 Letter states that "Quantum [Partners] believes that the Nomination Notice was timely delivered and contained all the information required by" the Issuer's By-Laws. The letter also states that "Quantum does not believe that the interests of [the Issuer's] stockholders are served by [the Issuer's] stance regarding the Nomination Notice and we therefore reiterate the request presented to your counsel yesterday that the [Issuer's] Board of Directors act immediately to waive any arguable defect with respect to the Nomination Notice." The SFM LLC February 12 Letter is attached hereto as Exhibit H. 11 Item 7. Material to Be Filed as Exhibits. G. Letter dated February 11, 1997 from Herbert A. Getz, Senior Vice President and Secretary of the Issuer to Cede & Co., on behalf of Quantum Partners. H. Letter dated February 12, 1997 from Sean Warren, General Counsel and Managing Director of SFM LLC to Herbert A. Getz, Senior Vice President and Secretary of the Issuer. 12 Signatures 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. February 13, 1997. SOROS FUND MANAGEMENT LLC By: /s/ Michael C. Neus Name: Michael C. Neus Title: Assistant General Counsel GEORGE SOROS By: /s/ Michael C. Neus Name: Michael C. Neus Title: Attorney-in-Fact QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Michael C. Neus Name: Michael C. Neus Title: Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., General partner By: /s/ Michael C. Neus Name: Michael C. Neus Title: Vice President QIH MANAGEMENT, INC. By: /s/ Michael C. Neus Name: Michael C. Neus Title: Vice President 13 STANLEY F. DRUCKENMILLER /s/ Michael C. Neus Name: Michael C. Neus Title: Attorney-in-Fact DUQUESNE CAPITAL MANAGEMENT, L.L.C. By: /s/ Gerald Kerner Name: Gerald Kerner Title: Managing Director 14 EXHIBIT INDEX Page G. Letter dated February 11, 1997 from Herbert A. Getz, Senior Vice President and Secretary of the Issuer to Cede & Co., on behalf of Quantum Partners...............15 H. Letter dated February 12, 1997 from Sean Warren, General Counsel and Managing Director of SFM LLC to Herbert A. Getz, Senior Vice President and Secretary of the Issuer.....................................................16 EX-99.1 2 LETTER DATED FEBRUARY 11, 1997 EXHIBIT G WMX TECHNOLOGIES, INC. 3003 Butterfield Road Oak Brook, Illinois 60521 February 11, 1997 Cede & Co. c/o The Depository Trust Company 7 Hanover Square New York, New York 10004 Ladies and Gentlemen: The Board of Directors reviewed the February 10, 1997 letter and attachments from Cede & Co. regarding an effort by Quantum Partners LDC to nominate four individuals for election as directors of the Company. The Board has determined that these nominations are not in compliance with the Company's By-laws and will not be considered at the 1997 Annual Meeting of Stockholders of the Company. The Board also directed the Nominating Committee of the Board to consider the four individuals identified in the letter as possible candidates for nomination as directors of the Company. The Nominating Committee has engaged a search firm and is in the process of identifying one or more new candidates for nomination as directors. Additional information concerning the four individuals named in the letter, and any other individuals to be recommended to the Nominating Committee, should be sent to the Nominating Committee, in care of the undersigned. Very truly yours, /s/ Herbert A. Getz Herbert A. Getz Senior Vice President and Secretary cc: Quantum Partners LDC EX-99.2 3 LETTER DATED FEBRUARY 12, 1997 EXHIBIT H SOROS FUND MANAGEMENT LLC 888 Seventh Avenue New York, New York 10106 BY TELCOPIER AND MAIL 630-218-1553 February 12, 1997 Herbert A. Getz, Esq. Senior Vice President and Secretary WMX Technologies, Inc. 3003 Butterfield Road Oak Brook, IL 60521 Dear Mr. Getz: I write on behalf of Quantum Partners LDC ("Quantum"), with respect to the February 10, 1997 notice (the "Nomination Notice") from Cede & Co. ("Cede") pursuant to Section 3 of Article III ("Section 3") of the By-Laws of WMX Technologies, Inc. ("WMX") regarding Quantum's nomination of four persons for election as directors at WMX's 1997 Annual Meeting of Stockholders. During the meeting between representatives of Quantum and certain members of the Board of Directors of WMX on February 11, 1997, Quantum's representatives were told by Mr. Trowbridge that WMX believed that the Nomination Notice was untimely. Your February 11, 1997 letter to Cede and to Quantum states that the WMX board "has determined that [Quantum's] nominations are not in compliance with [WMX's] By-Laws." WMX's February 11, 1997 press release states that the "documents we received from the Soros group . . . arrived after the filing deadline and contained incomplete information." Quantum believes that the Nomination Notice was timely delivered and contained all the information required by Section 3. Nonetheless, we would be pleased to submit promptly any additional information (other than what has already been made available to WMX through the Schedules 13D filed on behalf of Quantum) that you believe is required by Section 3. Quantum does not believe that the interests of WMX's stockholders are served by WMX's stance regarding the Nomination Notice and we therefore reiterate the request presented to your counsel yesterday that the WMX Board of Directors act immediately to waive any arguable defect with respect to the Nomination Notice. Sincerely yours, /s/ Sean C. Warren Sean C. Warren Managing Director and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----