<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
January 1, 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 [ ].
- ----------------
* Initial filing with respect to Soros Fund Management LLC. A filing fee is not
being paid with this statement pursuant to SEC Release No. 33-7331 whereby the
filing fee has been eliminated for Schedule 13D.
<PAGE>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
<PAGE>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
<PAGE>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
<PAGE>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
<PAGE>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
<PAGE>7
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
<PAGE>8
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
<PAGE>9
Introductory Note
This Amendment No. 2 to Schedule 13D is being filed by the
Reporting Persons (as defined below) solely to report a restructuring of Soros
Fund Management, a sole proprietorship ("SFM") and certain related matters,
effective January 1, 1997, pursuant to which Soros Fund Management LLC, a newly
formed Delaware limited liability company ("SFM LLC"), succeeded to the
business previously conducted by SFM, as described more fully below. There has
been no change in the number of Shares (as defined below) held by the Reporting
Persons, or the percentage of outstanding Shares represented thereby, since the
date of the Statement (as defined below).
Item 1. Security and Issuer
This Amendment No. 2 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. 2 amends the
initial statement on Schedule 13D of certain of the Reporting Persons (as
defined herein) dated May 23, 1996, as amended by Amendment No. 1 dated
December 11, 1996 (collectively, the "Statement"). The principal executive
offices of the Issuer are located at 3003 Butterfield Road, Oak Brook, Illinois
60521. This Amendment No. 2 is being filed by the Reporting Persons (1) to
report an agreement between one of the Reporting Persons and Soros Fund
Management LLC, a newly formed Delaware limited liability company ("SFM LLC"),
pursuant to which SFM LLC has been granted investment discretion over shares of
Common Stock held for the account of Quantum Industrial Partners
<PAGE>10
LDC ("Quantum Industrial"), and (2) to report the transfer from SFM to SFM LLC
of the investment advisory contracts between (A) SFM and Quantum Fund N.V., a
Netherlands Antilles company ("Quantum Fund"), whose principal operating
subsidiary is Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), and (B) SFM and Quota Fund N.V., a Netherlands
Antilles company ("Quota Fund"). SFM was granted investment discretion over
portfolio investments, including shares of Common Stock, held for the accounts
of Quantum Partners and Quota Fund pursuant to these investment advisory
contracts. There has been no change in the number of Shares held by the
Reporting Persons since the date of the Statement. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the
Statement. The Statement is supplementally amended as set forth herein.
Item 2. Identity and Background
This statement is being filed on behalf of (1) SFM LLC, (2)
Mr. George Soros ("Mr. Soros"), (3) Quantum Industrial, (4) QIH Management
Investor, L.P. ("QIHMI"), (5) QIH Management, Inc. ("QIH Management"), (6) Mr.
Stanley Druckenmiller ("Mr. Druckenmiller") and (7) Duquesne Capital
Management, L.L.C. ("Duquesne LLC"). SFM 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 Chairman of
SFM LLC, (b) an individual investor and (c) a general partner
<PAGE>11
of Lupa Family Partners ("Lupa"). Mr. Druckenmiller is filing in his capacity
as the sole managing member of Duquesne LLC and as Lead Portfolio Manager of
SFM LLC. This statement on Schedule 13D relates to shares of Common Stock held
for the accounts of each of the following:
(i) Quantum Partners;
(ii) 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").
SFM LLC
Effective as of January 1, 1997, SFM, a sole proprietorship
of which Mr. Soros is the sole proprietor, transferred its investment advisory
contracts with Quantum Fund and Quota Fund to SFM LLC as part of a
restructuring of the business of SFM, which will now be conducted through SFM
LLC. SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its principal business is to serve, pursuant to contract,
as the principal investment manager to several foreign investment companies
(the "SFM Clients"), including Quantum Fund, Quantum Partners and Quota Fund.
Each of Quantum Fund, Quantum Partners and Quota Fund has its principal office
at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's
contracts with SFM Clients generally provide that SFM LLC is responsible for
designing and implementing the
<PAGE>12
SFM Clients' overall investment strategies; for conducting direct portfolio
management strategies to the extent that SFM LLC determines that it is
appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisors who manage
separate portfolios on behalf of SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself.
In connection with the restructuring of the business of SFM,
which will now be conducted through SFM LLC, Mr. Soros also has entered into an
agreement dated as of January 1, 1997 with SFM LLC pursuant to which Mr. Soros
has, among other things, agreed to use his best efforts to cause QIH
Management, as the general partner of QIHMI, to act at the direction of SFM
LLC, which agreement to so act shall terminate upon the earlier of (a) the
assignment to SFM LLC of the legal and beneficial ownership interest in QIH
Management and (b) the assignment to SFM LLC of the general partnership
interest in QIHMI (the "QIP Contract").
The business of SFM LLC is managed through a Management
Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has
the ability to direct the investment decisions of SFM LLC and as such may be
deemed to have investment discretion over the securities held for the accounts
of the SFM Clients and Quantum Industrial. Mr. Druckenmiller, as Lead
Portfolio Manager of SFM LLC, has the ability to direct the investment
decisions of SFM LLC and as such may be deemed to have investment discretion
over the securities held for the accounts of the SFM Clients and
<PAGE>13
Quantum Industrial. Set forth in Annex A hereto and
incorporated by reference in response to this Item 2 and elsewhere in this
Schedule 13D as applicable is a list of the Managing Directors of SFM LLC.
Pursuant to regulations promulgated under Section 13(d) of
the Securities Exchange Act of 1934, (the "Exchange Act"), each of SFM LLC, Mr.
Soros (in his capacity as Chairman of SFM LLC) and Mr. Druckenmiller (in his
capacity as Lead Portfolio Manager of SFM LLC) may be deemed a beneficial owner
of securities, including shares of Common Stock, held for the accounts of
Quantum Partners, Quota Fund and Quantum Industrial as a result of the
contractual authority of SFM LLC to exercise voting and dispositive power with
respect to such securities.
Mr. Soros
The principal occupation of Mr. Soros, a United States
citizen, is his direction of the activities of SFM LLC, which is carried out in
his capacity as Chairman of SFM LLC at SFM LLC's principal office.
Lupa is a New York limited partnership which is primarily
engaged in securities investment. In his capacity as a general partner of Lupa,
Mr. Soros exercises voting and dispositive power with respect to securities held
for the account of Lupa. The other general partner of Lupa is Mr. Paul Soros,
Mr. Soros' brother, who does not normally exercise dispositive or voting power
over the investments held by Lupa. Paul Soros is a United States citizen who is
the founder and former president of
<PAGE>14
Soros Associates, an international engineering firm. Paul Soros has his
principal office at 888 Seventh Avenue, 32nd Floor, 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.
Quantum Industrial, QIHMI and QIH Management
Quantum Industrial is a Cayman Islands exempted limited
duration company with its principal address at Kaya Flamboyan 9, Willemstad
Curacao, Netherlands Antilles. Quantum Industrial is a private investment fund
which is engaged in a variety of direct and indirect investments. Current
information concerning the identity and background of the directors and officers
of Quantum Industrial is set forth on Annex C hereto, which is incorporated by
reference in response to this Item 2.
QIHMI, a Delaware limited partnership, is vested with
investment discretion with respect to the portfolio assets held for the account
of Quantum Industrial pursuant to the articles of association of Quantum
Industrial. The principal business of QIHMI is to provide management and
advisory services to and to invest in, Quantum Industrial.
<PAGE>15
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, 33rd Floor, New
York, New York 10106. Pursuant to regulations promulgated under Section 13(d)
of the Exchange Act, Quantum Industrial, QIHMI, by reason of its investment
discretion over the securities owned by Quantum Industrial, QIH Management, as
the sole general partner of QIHMI, SFM LLC, pursuant to the terms of the QIP
Contract, Mr. Soros, in his capacity as Chairman of SFM LLC and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may
be deemed a beneficial owner of securities, including shares of Common Stock,
held for the account of Quantum Industrial. Quantum Industrial, QIHMI, QIH
Management and QIP each expressly disclaims beneficial ownership of any shares
of Common Stock not directly held for the account of Quantum Industrial.
Mr. Druckenmiller and Duquesne LLC
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Mr. Druckenmiller also owns a 75% interest in, and is the
sole managing member of, Duquesne LLC, an investment advisory firm which is
engaged in a variety of direct and indirect investments. Duquesne LLC, which
is a Pennsylvania limited
<PAGE>16
liability company, 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 a limited number
of institutional clients, including the Duquesne Clients.
Pursuant to 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 shares of Common Stock, held for the accounts of the
Duquesne Clients. Mr. Druckenmiller expressly disclaims beneficial ownership of
any shares of Common Stock not directly held for the accounts of Quantum
Partners, Quota Fund, Quantum Industrial or 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 for the accounts of the Duquesne Clients. Duquesne LLC
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
<PAGE>17
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 5. Interest in Securities of the Issuer
(a)(i) On the date of this Amendment No. 2, 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.
(ii) On the date of this Amendment No. 2, the aggregate
number of shares of Common Stock of which SFM LLC may be deemed a beneficial
owner is 19,745,600 (approximately 4.07% of the Common Stock outstanding). This
number includes (A) 17,957,000 shares of Common Stock had for the account of
Quantum Partners, (B) 500,000 shares of Common Stock held for the account of
Quota Fund and (C) 1,288,600 shares held for the account of Quantum Industrial.
(iii) On the date of this Amendment No. 2, the aggregate
number of shares of Common Stock of which each of Quantum Industrial, QIHMI and
QIH Management may be deemed a beneficial owner is 1,288,600 (approximately
0.27% of the Common Stock outstanding).
<PAGE>18
(iv) On the date of this Amendment No. 2, the aggregate
number of shares of Common Stock of which Mr. Druckenmiller may be deemed a
beneficial owner is 22,370,700 (approximately 4.61% 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, and (C) 1,288,600 shares held for the account of
Quantum Industrial and (D) 2,625,100 shares held for the accounts of Duquesne
LLC Clients.
(v) On the date of this Amendment No. 2, 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 LLC, and as a result of the positions held by Mr. Soros and
Mr. Druckenmiller with SFM LLC and the Voting Agreement (as defined in the
Statement), (A) each of SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed
to have shared power to direct the voting of the 17,957,000 shares of Common
Stock held by Quantum Partners, and (B) SFM LLC may deemed to have the sole
power, and Mr. Soros and Mr. Druckenmiller may be deemed to have shared power,
to direct the disposition of such shares of Common Stock.
(ii) Pursuant to the terms of the contract between Quota
Fund and SFM LLC, and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC and the Voting Agreement, (A) each of SFM LLC, Mr.
Soros and Mr. Druckenmiller
<PAGE>19
may be deemed to have shared power to direct the voting and (B) SFM LLC may be
deemed to have the sole power, and Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power, to direct the disposition of the 500,000 shares of
Common Stock held by Quota Fund.
(iii) Pursuant to the terms of the Voting Agreement, each of
SFM LLC (by virtue of the QIP Contract), Mr. Soros (as a result of his position
with SFM LLC), Mr. Druckenmiller (as a result of his position with SFM LLC),
Quantum Industrial, QIHMI and QIH Management, may be deemed to have the shared
power to direct the voting and each of SFM LLC, Quantum Industrial, QIHMI and
QIH Management may be deemed to have sole power to direct the disposition of
the 1,288,600 shares of Common Stock held for the account of Quantum
Industrial. Mr. Soros and Mr. Druckenmiller may be deemed to have shared power
to direct the disposition of such shares of Common Stock held for the account
of 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 by virtue of the fact that Mr. Paul Soros does not generally excercise
voting or dispositive power with respect to securities held for the account 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.
<PAGE>20
(vi) 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.
(vii) Pursuant to the terms of investment advisory contracts
between each of the Duquesne Clients and Duquesne LLC and the Voting Agreement,
Duquesne LLC 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
January 3, 1997.
(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
<PAGE>21
dividends from or proceeds for the sale of, the shares of Common Stock held for
their respective accounts in accordance with their ownership or partnership
interests therein.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated May 23, 1996 granted by Quantum
Industrial in favor of Sean C. Warren.
D. Joint Filing Agreement dated as of January 1, 1997 pursuant
to Rule 13d-f(1) among Mr. Soros, SFM LLC, Quantum Industrial, QIHMI, QIH
Management, Mr. Druckenmiller and Duquesne LLC.
E. Voting Agreement dated May 23, 1996 between Mr. Soros and
Duquesne LLC.
F. Power of Attorney, dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
<PAGE>22
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.
January 1, 1997. SOROS FUND MANAGEMENT LLC
By:/s/ Sean C. Warren
Name: Sean C. Warren
Title: Managing Director
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
<PAGE>23
STANLEY F. DRUCKENMILLER
/s/ Sean C. Warren
Name: Sean C. Warren
Title: Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By:/s/ Michael A. Shay
Name: Michael A. Shay
Title: Vice President
<PAGE>24
ANNEX A
The following is a list of all of the persons (other than
Stanley Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
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 LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
<PAGE>25
ANNEX C
DIRECTORS AND OFFICERS OF QUANTUM INDUSTRIAL PARTNERS LDC
<TABLE>
<CAPTION>
Name/Title/Citizenship Principal Occupation Business Address
- ----------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Company N.V. Managing Director of Netherlands Kaya Flamboyan 9 Curacao,
Managing Director Antilles corporations Willemstad Netherlands Antilles
(Netherlands Antilles)
Inter Caribbean Services Limited Administrative Services Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
</TABLE>
<PAGE>26
EXHIBIT INDEX
A. Power of Attorney, dated as of
January 1, 1997, granted by Mr.
George Soros in favor of Mr.
Sean C. Warren and Mr. Michael
C. Neus
D. Joint Filing Agreement, dated
January 1, 1997, by and among
Quantum Industrial Partners LDC,
QIH Management Investor, L.P.,
QIH Management, Inc., Soros Fund
Management, LLC, Mr. George
Soros, Mr. Stanley F.
Druckenmiller and Duquesne
Capital Management, L.L.C
F. Power of Attorney, dated as of
January 1, 1997, granted by Mr.
Stanley F. Druckenmiller in
favor of Mr. Sean C. Warren
and Mr. Michael C. Neus
<PAGE>
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, 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.
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 as of the 1st day of
January, 1997.
/s/George Soros
GEORGE SOROS
<PAGE>1
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 2 dated
January 3, 1997 to the statement on Schedule 13D with respect to the shares of
Common Stock of WMX Technologies, Inc. is and any further amendments to such
statement 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 as of: January 1, 1997
GEORGE SOROS
By:/s/Sean C. Warren
Sean C. Warren
Attorney-in-Fact
SOROS FUND MANAGEMENT, LLC
By:/s/ Sean C. Warren
Name: Sean C. Warren
Managing Director
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
<PAGE>2
QIH MANAGEMENT, INC.
By:/s/ Sean C. Warren
Name: Sean C. Warren
Title: Vice President
STANLEY F. DRUCKENMILLER
By:/s/ Sean C. Warren
Sean C. Warren
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
/s/ Michael A. Shay
Name: Michael A. Shay
Title: Vice President
<PAGE>
EXHIBIT F
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC,
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.
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 as of the 1st day of
January, 1997.
/s/Stanley F. Druckenmiller
STANLEY F. DRUCKENMILLER
