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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WMX TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
92929Q107
(CUSIP Number)
Daniel Schloendorn, 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)
December 11, 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 [ ].
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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*
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
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)
4.66%
14. TYPE OF REPORTING PERSON*
IA; IN
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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
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)
0.27%
14. TYPE OF REPORTING PERSON*
CO
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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
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)
0.27%
14. TYPE OF REPORTING PERSON*
IA; PN
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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
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)
0.27%
14. TYPE OF REPORTING PERSON*
IA; CO
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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*
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 2,625,100
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 2,625,100
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)
0.54%
14. TYPE OF REPORTING PERSON*
IA
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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
WITH 2,625,100
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)
0.54%
14. TYPE OF REPORTING PERSON*
IA; OO
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D relates to shares of
Common Stock, $1 par value (the "Common Stock"), of WMX Technologies, Inc., a
Delaware corporation (the "Issuer"). This Amendment No. 1 amends the initial
statement on Schedule 13D of the Reporting Persons dated May 23, 1996 (the
"Initial Statement"). The principal executive offices of the Issuer are located
at 3003 Butterfield Road, Oak Brook, Illinois 60521. This Amendment No. 1 is
being filed by the Reporting Persons solely to report a change in the purpose
for which the Reporting Persons hold Common Stock. There has been no change in
the number of shares held by the Reporting Persons since the date of the
Initial Statement; the percentage represented thereby has changed slightly due
to a decrease in the number of outstanding shares of Common Stock. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
given to them in the Initial Statement. The Initial Statement is supplementally
amended as set forth herein.
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.
The Reporting Persons have become frustrated with the lack of progress by the
management of the Issuer ("Management") in enhancing value for the Issuer's
shareholders, and delays by Management in implementing an
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effective plan have caused the Reporting Persons to question the resolve of
Management about enhancing shareholder value. From time to time, one or more of
the Reporting Persons has discussed, and intends to continue to discuss, with
Management the Reporting Persons' suggestions for enhancing value. Such
suggestions may involve potential changes in the operations, Management or
capital structure of the Issuer. The Reporting Persons also may, from time to
time, engage in discussions with shareholders of the Issuer and other third
parties regarding such suggestions and the Reporting Persons' current belief
that Management has failed to enhance values for its shareholders. In this
regard, the Reporting Persons will consider participation in appropriate
shareholder action with a view to 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, including,
without limitation, such matters as disposing of one or more of the Issuer's
businesses, acquiring another company or business, changing Management or
operating strategies, adopting, not adopting or amending certain types of
anti-takeover measures and restructuring the Issuer's capitalization or
dividend policy. 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
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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.
As of the date of this Amendment No. 1, there exist no
agreements or understandings between the Reporting Persons on the one hand and
any other persons or entities on the other hand that would cause the Reporting
Persons and such persons or entities to be a "group" within the meaning of
Section 13(d)(3) of the Exchange Act.
Item 5. Interest in Securities of the Issuer
(a)(i) On the date of this Amendment No. 1, the aggregate
number of shares of Common Stock of which Mr. Soros may be deemed a beneficial
owner is 22,600,500 (approximately 4.66% 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.
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(ii) On the date of this Amendment No. 1, the aggregate
number of shares of Common Stock of which Quantum Industrial may be deemed a
beneficial owner is 1,288,600 (approximately 0.27% of the Common Stock
outstanding).
(iii) On the date of this Amendment No. 1, the aggregate
number of shares of Common Stock of which QIHMI may be deemed to be a
beneficial owner is 1,288,600 (approximately 0.27% of the Common Stock
outstanding).
(iv) On the date of this Amendment No. 1, the aggregate
number of shares of Common Stock of which QIHMI may be deemed to be a
beneficial owner is 1,288,600 (approximately 0.27% of the Common Stock
outstanding).
(v) On the date of this Amendment No. 1, the aggregate
number of shares of Common Stock of which Mr. Druckenmiller may be deemed a
beneficial owner is 2,625,100 (approximately 0.54% of the Common Stock
outstanding).
(vi) On the date of this Amendment No. 1, the aggregate
number of shares of Common Stock of which Duquesne LLC may be deemed a
beneficial owner is 2,625,100 (approximately 0.54% 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 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
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deemed to have shared power to direct the voting and sole power to direct the
disposition of the 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 the 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 the 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 the 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 the 1,288,600 shares of
Common Stock held by Quantum Industrial.
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(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 the 1,288,600
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 the 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 the 2,625,100 shares of Common Stock held by the
Duquesne Clients.
The percentages used herein are calculated based upon the
485,121,646 shares of Common Stock stated to be issued and outstanding at
October 31, 1996, as reflected in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.
(c) There have been no transactions with respect to the
Common Stock by any of the Reporting Persons during the 60-day period ending on
December 11, 1996.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the
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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.
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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.
December 11, 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
/s/Stanley F. Druckenmiller
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DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/Stanley F. Druckenmiller
Name: Stanley F. Druckenmiller
Title: President and Managing
Member
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