<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
WMX TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
92929Q107
(CUSIP Number)
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
One Citicorp Center
New York, New York 10022
(212) 821-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 20, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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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 (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
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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
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
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SCHEDULE 13D
CUSIP No. 92929Q107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quantum Industrial Partners LDC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[x]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,288,600
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 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
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SCHEDULE 13D
CUSIP No. 92929Q107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
QIH Management Investor, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[x]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,288,600
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 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
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SCHEDULE 13D
CUSIP No. 92929Q107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
QIH Management, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[x]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,288,600
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 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
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SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stanley F. Druckenmiller (in the capacity described herein)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[x]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 22,370,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,625,100
WITH
10. SHARED DISPOSITIVE POWER
19,745,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,370,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.61%
14. TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Duquesne Capital Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[x]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,625,100
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,625,100
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.54%
14. TYPE OF REPORTING PERSON*
IA; OO
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Introductory Note
This Amendment No. 5 is being filed by the Reporting Persons
to report supplemental information with respect to the change in the purpose
for which the Reporting Persons hold shares of Common Stock (as defined
herein). There has been no change in the number of shares of Common Stock held
by the Reporting Persons since the date of the Initial Statement (as defined
herein). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Statement (as defined herein). The Statement is
supplementally amended as set forth herein.
Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D relates to shares of
Common Stock, $1 par value per share (the "Common Stock"), of WMX Technologies,
Inc., a Delaware corporation (the "Issuer"). This Amendment No. 5 amends the
initial statement (the "Initial Statement") on Schedule 13D of certain of the
Reporting Persons (as defined herein) dated May 23, 1996, as amended
(collectively, the "Statement"). The principal executive offices of the Issuer
are located at 3003 Butterfield Road, Oak Brook, Illinois 60521.
Item 4. Purpose of Transaction
Item 4 is amended by deleting the third-from-the-end
paragraph of such item and adding the following paragraphs to the end of such
item:
On February 20, 1997, at approximately 10:00 a.m., SFM LLC
issued a press release (the "First Press Release") to clarify its position with
respect to recent events reported in the financial press concerning the Issuer
and Mr. Buntrock's position as Chairman
<PAGE>10
of the Board. The First Press Release states: SFM LLC "has observed statements
and implications in the financial press that [SFM LLC] is seeking Mr. Dean
Buntrock to step down as Chairman of the Board of [the Issuer]. These press
reports do not accurately represent the position of [SFM LLC]. If the Board of
[the Issuer] is appropriately strengthened, [SFM LLC] has no objection to Mr.
Buntrock's continuing his position of Chairman of the Board of [the Issuer].
[SFM LLC] has not authorized any other person or firm to speak on its behalf."
A copy of the First Press Release is attached hereto as Exhibit I.
On February 18 and February 19, 1997, representatives of the
Reporting Persons spoke with representatives of the Issuer. During the day on
February 20, 1997, Mr. Karp met with Mr. Buntrock. That afternoon, at
approximately 5:00 p.m., SFM LLC issued a second press release (the "Second
Press Release") stating that: "As a result of recent discussion between SFM LLC
and senior representatives of [the Issuer], [the Reporting Persons] have become
convinced that the [Issuer] will undertake a sincere and successful effort to
bring two new, independent members onto the Board of Directors, and will pursue
the hiring of the best new Chief Executive Officer available. That has been the
goal of recent efforts of [the Reporting Persons] in urging the [Issuer] to
take steps to realize the [Issuer's] great potential." Accordingly, the slate
of nominees proposed by Quantum Partners in its February 10, 1997 Nomination
Notice was withdrawn, "given the commitment of the incumbent Board to do the
best possible job they can in the selection process" of a new Chief Executive
Officer. The Second
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Press Release further states that SFM LLC "recognizes the distraction of a
proxy contest would impede the goal of strengthening management and hiring the
best possible CEO." A copy of the Second Press Release is attached hereto as
Exhibit J.
Except as described herein, none of Quantum Partners, Quota
Fund, QIH Management, QIHMI, Quantum Industrial, SFM LLC, Mr. Soros, Lupa, Mr.
Druckenmiller, Duquesne LLC, the Duquesne Clients and, to the best of the
Reporting Persons' knowledge, any of the other individuals identified in
response to Item 2, has any plans or proposals which relate to, or would result
in, any of the transactions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D under the Exchange Act. The Reporting Persons reserve the
right to acquire additional securities of the Issuer, to dispose of such
securities at any time or to formulate other purposes, plans or proposals
regarding the Issuer or any of its securities, to the extent deemed advisable
in light of their general investment and trading policies, market conditions or
other factors.
Item 5. Interest in the Securities of the Issuer.
Paragraph (a) of Item 5 is amended by amending and restating
the second paragraph of clause (vi) as follows:
As a result of the withdrawal of the slate of nominees as
described in Item 4 above, the Proposal communicated by Lens to the Issuer on
February 5, 1997 also was withdrawn. Consequently, the Reporting Persons
believe that they and Lens no longer constitute a group within the meaning of
Section 13(d)(3) of the Exchange Act.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is amended by deleting the final paragraph of such
Item.
Item 7. Material to Be Filed as Exhibits.
I. Press Release of SFM LLC dated February 20, 1997.
J. Press Release of SFM LLC dated February 20, 1997.
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Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 24, 1997. SOROS FUND MANAGEMENT LLC
By: /s/ Michael C. Neus
Name: Michael C. Neus
Title: Assistant General Counsel
GEORGE SOROS
By:/s/ Michael C. Neus
Name: Michael C. Neus
Title: Attorney-in-Fact
QUANTUM INDUSTRIAL PARTNERS LDC
By:/s/ Michael C. Neus
Name: Michael C. Neus
Title: Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
General partner
By:/s/ Michael C. Neus
Name: Michael C. Neus
Title: Vice President
QIH MANAGEMENT, INC.
By:/s/ Michael C. Neus
Name: Michael C. Neus
Title: Vice President
<PAGE>14
STANLEY F. DRUCKENMILLER
/s/ Michael C. Neus
Name: Michael C. Neus
Title: Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Gerald Kerner
Name: Gerald Kerner
Title: Managing Director
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EXHIBIT INDEX
Page
I. Press Release of Soros Fund Management LLC dated
February 20, 1997........................................................16
J. Press Release of Soros Fund Management LLC dated
February 20, 1997........................................................17
<PAGE>16
Exhibit I
Statement of Soros Fund Management LLC Issued on February 20, 1997
Soros Fund Management has observed statements and
implications in the financial press that Soros Fund Management is seeking Mr.
Dean Buntrock to step down as Chairman of the Board of WMX. These press reports
do not accurately represent the position of Soros Fund Management.
If the Board of WMX is appropriately strengthened, Soros Fund
Management has no objection to Mr. Buntrock's continuing his position of
Chairman of the WMX Board.
Soros Fund Management has not authorized any other person or
firm to speak on its behalf.
<PAGE>17
Exhibit J
Statement of Soros Fund Management LLC Issued on February 20, 1997
As a result of recent discussion between Soros Fund
Management and senior representatives of WMX, we have become convinced that the
company will undertake a sincere and successful effort to bring two new,
independent members onto the Board of Directors, and will pursue the hiring of
the best new Chief Executive Officer available. That has been the goal of
recent efforts of Soros Fund Management in urging the company to take steps to
realize the company's great potential.
The slate of nominees proposed by Soros Fund Management
represents an unusually well qualified and experienced group of individuals,
but Soros Fund recognizes that the distraction of a proxy contest would impede
the goal of strengthening management and hiring the best possible CEO. As a
result, and given the commitment of the incumbent Board to do the best job they
can in the selection process, Soros Fund Management has determined not to
proceed with its slate of nominees.
We welcome the new approach adopted by WMX, and are pleased
that both of these important goals have been embraced by the company.
