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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].
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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*
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
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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*
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
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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*
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
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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*
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
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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*
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
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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*
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
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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.
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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
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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
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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
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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
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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
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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
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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
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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).
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(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.
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(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.
<PAGE>
(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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Michael A. Shay
Name: Michael A. Shay
Title: Vice President
<PAGE>
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.
<PAGE>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK
OF WMX TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
Quota Fund (Brahman) 04/19/96 Purchase 36,000 $34.855
04/24/96 Sell 36,000 33.977
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
Quota Fund (SFM) 04/09/96 Purchase 500,000 $32.782
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Date of Nature of Number of Shares Price Per Share
For the Account of: Transaction Transaction ---------------- ---------------
----------- -----------
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>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
<PAGE>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
<PAGE>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.
<PAGE>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.
<PAGE>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
<PAGE>
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
<PAGE>
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
<PAGE>
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
