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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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WMX TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value 92929Q107
$1.00 par share
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(Title of class of securities) (CUSIP number)
Nell Minow
Focus Investment Management LLC
1200 G Street, N.W., Suite 800
Washington, D.C. 30005
(202) 783-3348
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(Name, address and telephone number of person authorized to receive
notices and communications)
February 24, 1997
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(Date of event which requires filing of 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 the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 11 Pages)
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CUSIP No. 92929Q107 13D Page 2 of 11
1 NAME OF REPORTING PERSON: Focus Investment Management LLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Maine
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 128,209 (See Items 5(a)
SHARES and (b).)
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 128,209 (See Items 5(a)
REPORTING and (b).)
PERSON WITH 10 SHARED DISPOSITIVE None
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 128,209 (See Items 5(a)
OWNED BY REPORTING PERSON: and (b).)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.03%
14 TYPE OF REPORTING PERSON: OO, IA
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CUSIP No. 92929Q107 13D Page 3 of 11
1 NAME OF REPORTING PERSON: Ram Trust Services, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Maine
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 114,041 (See Items 5(a)
SHARES and (b).)
BENEFICIALLY 8 SHARED VOTING POWER: None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 114,041 (See Items 5(a)
REPORTING and (b).)
PERSON WITH 10 SHARED DISPOSITIVE None
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 114,041 (See Items 5(a)
OWNED BY REPORTING PERSON: and (b).)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.02%
14 TYPE OF REPORTING PERSON: CO, IA
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INTRODUCTORY NOTE
This Amendment No. 1 is being filed by Focus and Ram (each
as defined below) to report certain developments in the purposes of
the Lens Group (as defined below) in holding shares of common stock,
par value $1.00 per share, of WMX Technologies, Inc. The number of
shares of such common stock beneficially owned by the Lens Group has
not changed from that reported previously, except as such beneficial
ownership may be considered to have changed by reason of the change in
the Lens Group's relationship with other beneficial owners of shares
of such common stock, as reported in this Amendment No. 1. As a
result of such change of relationship, the Lens Group has ceased to
beneficially own more than 5% of the shares of such common stock.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the statement on Schedule 13D
previously filed by the undersigned (the "Initial Statement") relates
to shares of common stock, par value $1.00 per share (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. The Initial
Statement is amended supplementally as set forth herein (as so
amended, the "Statement"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in the
Initial Statement.
ITEM 2. IDENTITY AND BACKGROUND
[No change]
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
[No change]
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial Statement is supplemented by replacing
the last three paragraphs thereof with the following:
On February 20, 1997, the Issuer announced that its Chief
Executive Officer and President, Mr. Phillip B. Rooney, had resigned,
that the Board was commencing a search for a new chief executive for
the Issuer from outside the Issuer's existing management and intended
to add to the Board's membership two individuals who would be
independent directors and that the Board would consider the
individuals nominated by the Soros Group in
Page 4 of 11
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the Alternative Slate of Directors for such directorial positions. On
February 20, 1997, the Soros Group announced that, in light of its
recent discussions with representatives of the Issuer and the Issuer's
announcement, it had withdrawn its nomination of the Alternative Slate
of Directors inasmuch as it "had become convinced that the [Issuer]
will undertake a sincere and successful effort to bring two new,
independent members on to the [Board], and will pursue the hiring of
the best new Chief Executive Officer available" and that the
distraction of a contest over the election of the Issuer's directors
"would impede the goal of strenthening management and hiring the best
possible CEO."
The Lens Group concurs in the conclusion that, in the
current circumstances, it is not in the best interest of the Issuer
and its stockholders for there to be a contested election of directors
at the Issuer's 1997 Annual Meeting of Stockholders. Accordingly, the
Modified Proposal, which the Lens Group and the Soros Group had
jointly proposed to the Issuer, was withdrawn on February 20, 1997.
On February 24, 1997, the Lens Group submitted to the Issuer
a letter addressed to Mr. Dean L. Buntrock, the Chairman of the
Issuer's Board, and Mr. Paul Montrone, a newly elected director of the
Issuer, regarding the Lens Group's remaining concerns and the current
intentions regarding the Issuer.
This letter identifies three issues of immediate concern:
(i) the election of two, new independent directors of the Issuer,
after a search for proven business leaders who have reputations for
adding value to be conducted with the help of an outside search firm,
(ii) the selection of a suitable chief executive of the Issuer, who is
authorized to devise an on-going strategy for the Issuer, including to
revise substantially the restructuring plan announced by the Issuer on
February 5, 1997, and (iii) compliance by the Issuer with the
undertaking it made at the Issuer's 1996 Annual Meeting of
Shareholders to destagger the terms of its directors. The letter
further noted the Lens Group's understanding that the Board's
Nominating Committee in its director selection process will consider
the members of the Alternative Slate of Directors and the other
individuals who have been identified as appropriate candidates for the
Issuer's Board by Spencer Stuart as commissioned by the Lens Group.
In this letter, the Lens Group stated that, if the new
directors nominated by the Board and the Board's proposal for
destaggering the terms of office of the directors were satisfactory,
and progress were being made in the selection of a
Page 5 of 11
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new chief executive for the Issuer, the Lens Group would withdraw its
sponsorship of the Strategic Review Proposed for inclusion in the
Board's proxy statement for the 1997 Annual Meeting of Stockholders,
if such progress is made before distribution of that proxy statement,
or would to the extent legally practicable withdraw its sponsorship of
that proposal for a vote at the 1997 Annual Meeting of Stockholders,
if such progress is made before the meeting. Whether or not
satisfactory progress is made on such matters, the Lens Group also
will continue to watch the Issuer's progress carefully.
A copy of the Lens Group's February 24, 1997 letter to the
Issuer is attached hereto as an exhibit.
Subject to the foregoing, the Lens Group may continue to
pursue its concerns regarding the Issuer through negotiation with the
Issuer or through discussions or concerted actions with shareholders
of the Issuer, which may include the solicitation of proxies in
respect of the Strategic Review Proposal if it is not withdrawn.
Given the withdrawal of the Modified Proposal and the
Alternative Slate of Directors, the Lens Group and the Soros Group
have no definitive agreement or understanding as to any joint efforts
regarding the Issuer. The Lens Group and the Soros Group have engaged
and may continue in discussions regarding their respective interests
in the Issuer, but there is no assurance that any such discussions
will be held or will conclude in any agreement or understanding
respecting the Issuer. The Lens Group does not intend to seek control
of the Issuer or to participate, except to the extent described in the
Statement, in the management of the Issuer.
Except as described in the statement, the Lens Group has no
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 1934 Act. The Lens Group reserves the right,
at any time, to acquire securities of the Issuer and to dispose of any
such securities, to cause its clients to acquire additional securities
of the Issuer or to dispose of any securities of the Issuer any of
them currently own or any such securities they may hereafter acquire
and/or to formulate other purposes, plans or proposals regarding the
Issuer or any of its securities, to the extent deemed advisable by the
Lens Group in light of the Lens Group's general investment and trading
policies, market conditions, the interests of its clients, or other
factors.
Page 6 of 11
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraph (a)(ii) of Item 5 of the Initial Statement is
supplemented by replacing such paragraph with the following:
(ii) As a result of their joint sponsorship of the Proposal
on February 5, 1997, as described in Item 4 of the Initial Statement,
the Soros Group and the Lens Group may have been deemed to have formed
a group within the meaning of Section 13(d)(3) of the 1934 Act. The
Lens Group understands that, as of February 5, 1997 and as of the date
of the Initial Statement, the Soros Group, collectively, might have
been deemed a beneficial owner of 25,225,100 shares of Common Stock
(approximately 5.20% of the outstanding Common Stock). The Lens Group
disclaimed in the Initial Statement beneficial ownership of any shares
of Common Stock beneficially owned by the Soros Group. As a result of
the withdrawal of the Modified Proposal and the Alternative Slate of
Directors, as discussed above in Item 4 of this Statement, the Lens
Group and the Soros Group have no definitive agreement or
understanding regarding the Issuer and no longer constituted a group
within the meaning of Section 13(d)(3) of the 1934 Act. Accordingly,
the Lens Group should not be considered the beneficial owner of any
shares of Common Stock beneficially owned by the Soros Group.
Consequently, the Lens Group no longer beneficially owns more than 5%
of the Issuer's Common Stock. The Soros Group has filed amendments to
its Schedule 13D statement respecting the Common Stock, dated February
11, 13 and 24, 1997, relating to the matters discussed above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Initial Statement is amended by deleting the last
paragraph in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is supplemented by adding the following:
2. Letter dated February 24, 1997 from Robert A.G. Monks
of the Lens Group to Dean L. Buntrock, Chairman of the
Board of Directors, and Paul Montrone, a director, of
the Issuer.
Page 7 of 11
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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.
February 25, 1997
FOCUS INVESTMENT MANAGEMENT LLC
By: /s/ Robert A.G. Monks
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Name: Robert A.G. Monks
Title: Managing Member
RAM TRUST SERVICES, INC.
By: /s/ Robert A.G. Monks
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Name: Robert A.G. Monks
Title: Director
Page 8 of 11
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EXHIBIT INDEX
Exhibit No. Description
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2. Letter dated February 24, 1997 from Robert A.G.
Monks of the Lens Group to Dean L. Buntrock,
Chairman of the Board of Directors, and Paul
Montrone, a director, of the Issuer.
Page 9 of 11
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Exhibit 2
[Letterhead of Lens, The Corporate Governance Investors/Focus
Investment Management LLC]
February 24, 1997
via facsimile and express mail
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Mr. Dean L. Buntrock
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, IL 60521
Mr. Paul Montrone
Fisher Scientific International, Inc.
Liberty Lane
Hampton, NH 03842
Dear Dean and Paul,
We are glad of the progress that has been made and are anxious to work
with you to help WMX achieve its full value potential. We write so
that you will know the nature of our concerns and our timetable and
can plan accordingly.
Our preferred course of action is to withdraw our shareholder
resolution prior to the printing of your proxy statement, which we
estimate to be approximately March 20. There are three issues we need
to see progress on in order to make that possible. The first is the
two new directors. We are very pleased that the nominating committee
has made a commitment to use a search firm to find strong independent
candidates. We understand that the nominating committee will consider
the Soros slate and the potential nominees who were identified for
LENS by SpenserStuart. We feel that it is essential for the
enhancement of shareholder values that it select two candidates of
quality comparable to Paul Montrone - in other words, proven business
leaders with reputations for adding value.
The second issue is the new CEO. We know of at least one suitable
name that has been forwarded to you. The new CEO must be free to
devise an on-going strategy for the company, including the substantial
revision of the February 5 plan.
Page 10 of 11
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The third issue is destaggering the board. We will need to be
informed of the contents of the proxy statement before it is set in
final form to be sure that the proposed resolution destaggering the
board complies with the company's commitment at the 1996 Annual
Meeting.
If the new directors and the destaggering proposal are satisfactory
and the search committee is making progress on the CEO selection, we
will withdraw our resolution - therefore, any information you can give
us before the proxy is mailed out would be most appreciated. If we
are able to achieve a satisfactory resolution after the proxy is
printed but before the annual meeting, we will formally withdraw our
resolution to the extent legally practicable.
We will continue to watch the company's progress carefully and look
forward to continuing to work with you and the nominating committee.
Respectfully yours,
/s/ Robert A. Monks
Robert A.G. Monks
Page 11 of 11
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