-----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, KPzt5cr8CSSHw9PY7f5LnNBHG2zZGQPPFoCTo1c0UMMVft1KQeeY5IheRAkSqrJ1 miOOa/fdZBhNFGkrorvwww== 0000899140-97-000224.txt : 19970225 0000899140-97-000224.hdr.sgml : 19970225 ACCESSION NUMBER: 0000899140-97-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970224 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: 97542182 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. 5 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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 20, 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 BENEFICIALLY 22,600,500 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 BENEFICIALLY 19,745,600 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 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* [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 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* [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 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* [x] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% 14. TYPE OF REPORTING PERSON* CO 7 SCHEDULE 13D 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 BENEFICIALLY 22,370,700 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 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 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* [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. 5 is being filed by the Reporting Persons to report supplemental information with respect to the 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 but not defined herein 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. 5 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. 5 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 deleting the third-from-the-end paragraph of such item and adding the following paragraphs to the end of such item: On February 20, 1997, at approximately 10:00 a.m., SFM LLC issued a press release (the "First Press Release") to clarify its position with respect to recent events reported in the financial press concerning the Issuer and Mr. Buntrock's position as Chairman 10 of the Board. The First Press Release states: SFM LLC "has observed statements and implications in the financial press that [SFM LLC] is seeking Mr. Dean Buntrock to step down as Chairman of the Board of [the Issuer]. These press reports do not accurately represent the position of [SFM LLC]. If the Board of [the Issuer] is appropriately strengthened, [SFM LLC] has no objection to Mr. Buntrock's continuing his position of Chairman of the Board of [the Issuer]. [SFM LLC] has not authorized any other person or firm to speak on its behalf." A copy of the First Press Release is attached hereto as Exhibit I. On February 18 and February 19, 1997, representatives of the Reporting Persons spoke with representatives of the Issuer. During the day on February 20, 1997, Mr. Karp met with Mr. Buntrock. That afternoon, at approximately 5:00 p.m., SFM LLC issued a second press release (the "Second Press Release") stating that: "As a result of recent discussion between SFM LLC and senior representatives of [the Issuer], [the Reporting Persons] have become convinced that the [Issuer] will undertake a sincere and successful effort to bring two new, independent members onto the Board of Directors, and will pursue the hiring of the best new Chief Executive Officer available. That has been the goal of recent efforts of [the Reporting Persons] in urging the [Issuer] to take steps to realize the [Issuer's] great potential." Accordingly, the slate of nominees proposed by Quantum Partners in its February 10, 1997 Nomination Notice was withdrawn, "given the commitment of the incumbent Board to do the best possible job they can in the selection process" of a new Chief Executive Officer. The Second 11 Press Release further states that SFM LLC "recognizes the distraction of a proxy contest would impede the goal of strengthening management and hiring the best possible CEO." A copy of the Second Press Release is attached hereto as Exhibit J. Except as described herein, none of Quantum Partners, Quota Fund, QIH Management, QIHMI, Quantum Industrial, SFM LLC, Mr. Soros, Lupa, Mr. Druckenmiller, Duquesne LLC, 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 the Securities of the Issuer. Paragraph (a) of Item 5 is amended by amending and restating the second paragraph of clause (vi) as follows: As a result of the withdrawal of the slate of nominees as described in Item 4 above, the Proposal communicated by Lens to the Issuer on February 5, 1997 also was withdrawn. Consequently, the Reporting Persons believe that they and Lens no longer constitute a group within the meaning of Section 13(d)(3) of the Exchange Act. 12 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is amended by deleting the final paragraph of such Item. Item 7. Material to Be Filed as Exhibits. I. Press Release of SFM LLC dated February 20, 1997. J. Press Release of SFM LLC dated February 20, 1997. 13 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 24, 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 14 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 15 EXHIBIT INDEX Page I. Press Release of Soros Fund Management LLC dated February 20, 1997........................................................16 J. Press Release of Soros Fund Management LLC dated February 20, 1997........................................................17 EX-99.1 2 PRESS RELEASE DATED FEBRUARY 20, 1997 16 Exhibit I Statement of Soros Fund Management LLC Issued on February 20, 1997 Soros Fund Management has observed statements and implications in the financial press that Soros Fund Management is seeking Mr. Dean Buntrock to step down as Chairman of the Board of WMX. These press reports do not accurately represent the position of Soros Fund Management. If the Board of WMX is appropriately strengthened, Soros Fund Management has no objection to Mr. Buntrock's continuing his position of Chairman of the WMX Board. Soros Fund Management has not authorized any other person or firm to speak on its behalf. EX-99.2 3 PRESS RELEASE DATED FEBRUARY 20, 1997 17 Exhibit J Statement of Soros Fund Management LLC Issued on February 20, 1997 As a result of recent discussion between Soros Fund Management and senior representatives of WMX, we have become convinced that the company will undertake a sincere and successful effort to bring two new, independent members onto the Board of Directors, and will pursue the hiring of the best new Chief Executive Officer available. That has been the goal of recent efforts of Soros Fund Management in urging the company to take steps to realize the company's great potential. The slate of nominees proposed by Soros Fund Management represents an unusually well qualified and experienced group of individuals, but Soros Fund recognizes that the distraction of a proxy contest would impede the goal of strengthening management and hiring the best possible CEO. As a result, and given the commitment of the incumbent Board to do the best job they can in the selection process, Soros Fund Management has determined not to proceed with its slate of nominees. We welcome the new approach adopted by WMX, and are pleased that both of these important goals have been embraced by the company. -----END PRIVACY-ENHANCED MESSAGE-----