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THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON FEBRUARY 19, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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 5, 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 [x].
(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 24 Pages)
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CUSIP No. 92929Q107 13D Page 2 of 24
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 24
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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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "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.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of (i) Focus
Investment Management, LLC, a Maine limited liability company
("Focus"), and (ii) Ram Trust Services, Inc., a Maine corporation
("Ram"). Focus and Ram are engaged primarily in the investment
management and investment advisory businesses and are owned and
controlled by their management (as identified below). Focus and Ram
conduct certain of their business under the trade name "The Lens
Group," and Focus, Ram and their management are collectively referred
to herein as the "Lens Group". Both Focus and Ram conduct business at
45 Exchange Street (Suite 400), Portland, Maine 04101 and at 1200 G
Street, N.W., Suite 800, Washington, D.C. 30005.
Each of Focus and Ram manages investment accounts for
clients, which include members of the management of Focus and Ram and
affiliated and associated persons as well as unaffiliated persons.
Each of Focus and Ram has caused accounts of certain of its clients
("Clients"), over which it has discretion, to acquire Common Stock.
The Lens Group has voting and disposition power over the Common Stock
held in these accounts and, accordingly, is deemed the beneficial
owner for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), of the Common Stock held in such
accounts. Except for such deemed beneficial ownership, or as
otherwise described in this Statement, neither Focus nor Ram own any
Common Stock or other securities of the Issuer.
Schedules I and II annexed to this Schedule 13D and
incorporated herein by reference set forth, with respect to Focus, the
managing member and the other members who participate in Focus's
management decision-making and, with respect to Ram, its directors,
executive officers and controlling shareholder: (a) his or her name,
(b) business address, (c) present principal employment and the name,
principal business and address of the company in which such employment
is conducted, (d) whether or not such person has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors), (e)
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whether or not, during the last five years, such person was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or states
securities laws or finding any violation with respect to such laws,
and (f) citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Focus and Ram, collectively, have caused their Clients to
expend $6,165,021 of the Clients' investment funds to purchase a total
of 192,250 shares of Common Stock as of February 5, 1997. Subsequent
to that date and prior to the date hereof, Focus and Ram,
collectively, have caused their clients to expend $1,565,500 of the
Clients' investment funds to purchase an additional 50,000 shares of
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Focus and Ram caused the accounts of the Clients managed by
them to acquire for investment all of the Common Stock reported herein
as being owned by their Clients; some of such acquisitions were made
after the Lens Group determined to participate in the events described
below which may be considered to affect control of the Issuer.
The Lens Group has considered and now considers the Issuer
to have been poorly directed and managed and its Common Stock to be
undervalued in relation to the assets, business and prospects of the
Issuer. Acquisition by Client accounts of Common Stock at the
direction of Focus and Ram began more than a year ago.
From time to time during the past year, the Lens Group has
discussed with management of the Issuer and other holders of Common
Stock, including the Soros Group (as defined below), the Lens Group's
suggestions for enhancing the shareholder value of the Issuer. Such
suggestions have concerned possible changes in the Issuer's
management, directors and business strategy, possible divestitures of
assets that the Lens Group does not consider necessary to the Issuer's
core business and the possible acquisition of the minority interests
in certain of the Issuer's partly-owned subsidiaries, as well as one
or more of the other possible transactions specified in clauses (a)
through (j) of Item 4 of Schedule 13D under the 1934 Act. Specific
suggestions were presented by the Lens Group to the Issuer in meetings
held in May, September and December 1996.
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In seeking to enhance the Issuer's shareholder value, the
Lens Group in recent months has also urged, and has made several
proposals to the Issuer's management ("Management") and directors
concerning, the addition of independent directors to the Issuer's
Board of Directors ("Board"). The Lens Group retained the nationally
recognized executive and director search firm Spencer Stuart
Associates ("Spencer Stuart") to identify individuals with outstanding
qualifications who could be added to the Board. After extensive
search efforts, Spencer Stuart advised the Lens Group that it had
identified appropriate individuals for nomination as directors of the
Issuer, including Mr. Herbert J. Lanese (whose nomination is discussed
further below), and the Lens Group commenced meeting with such
individuals.
In addition to the foregoing efforts, after several months'
discussion with Management concerning the matter (including an
extension by the Issuer of the normal filing deadline for shareholder
proposals), the Lens Group on January 6, 1997 submitted to the Issuer
a shareholder proposal pursuant to Rule 14a-8 under the 1934 Act for a
vote at the Issuer's 1997 Annual Meeting of Shareholders. This
proposal recommends that the Board engage a nationally recognized
investment banking firm, with no commercial involvement, to explore
all alternatives to enhance the value of the Issuer and present to the
shareholders at or prior to the 1998 Annual Meeting of Shareholders a
plan for maximizing value (the "Strategic Review Proposal"). This
proposal was submitted jointly with Mr. Kenneth Steiner, a shareholder
of the Issuer who is not affiliated with the Lens Group, after
objections were raised by the Issuer that earlier proposals submitted
by Mr. Steiner and the Lens Group were duplicative. Except with
respect to their joint submission of the shareholder proposal, there
is no agreement or understanding between Mr. Steiner or the Lens Group
relating to securities of the Issuer and each disclaims any beneficial
ownership of any securities of the Issuer beneficially owned by the
other.
No satisfactory result has yet emerged from the Lens Group's
discussions with Management, despite Management's repeated statements
to the Lens Group that it was working hard to address the Issuer's
problems. After Management's announcement on February 4, 1997 of a
restructuring plan for the Issuer, the Lens Group became frustrated
with Management's lack of progress in enhancing value for the Issuer's
shareholders and the apparent inability of Management, and its
recently announced restructuring plan, to address this matter. The
Lens Group considers Management's restructuring plan woefully
inadequate for the Issuer's circumstances and believes the plan has
received a
Page 6 of 24
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materially negative market reaction. Shortly after the announcement
of Management's restructuring plan, Mr. Robert A.G. Monks and Ms. Nell
Minow of the Lens Group met with Mr. Phillip B. Rooney, Chief
Executive Officer of the Issuer, and Messrs. Joseph M. Holsten and
John D. Sanford, the Issuer's recently elected Chief Operating Officer
and Chief Financial Officer, respectively, to hear from them about
Management's restructuring plan. The Lens Group shared with such
individuals its perception of the inadequacies of the restructuring
plan and of the market's reaction to the plan as an insufficient
effort to address shareholder value.
During the past year the Lens Group has had occasional
discussions with Mr. George Soros, Mr. Stanley F. Druckenmiller, and
representatives of Soros Fund Management LLC, ("SFM LLC"), Quantum
Industrial Partners, LDC, QIH Management Investor, L.P., QIH
Management, Inc., and Duquesne Capital management, L.L.C.
(collectively, including SFM LLC, the "Soros Group") concerning
actions that they may take to enhance the value of their investments
in the Issuer. The Lens Group understands that, in the past, the
Soros Group had attempted to engage the Issuer's Management in
discussions regarding enhancing shareholder value.
In discussions between the Lens Group and the Soros Group on
February 5, 1997, it was determined that the Lens Group would approach
the Issuer with a proposal (the "Proposal") that the Issuer's Board
promptly, and before the next annual meeting of shareholders in May
1997, elect to the Board two persons who were agreed upon by the Lens
Group and the Soros Group. The two persons who were agreed upon were
Mr. Brian Corvese, a Managing Director of SFM LLC, and Mr. Herbert
Lanese, former President of McDonnell Douglas Aerospace. These two
candidates, in the opinion of the Lens Group and the Soros Group,
together possess substantial operating and financial experience and
abilities, and are also sensitive to the need to enhance shareholder
value. The Proposal was communicated by Mr. Monks of the Lens Group
to Dean L. Buntrock, Chairman of the Board of the Issuer, by telephone
on the afternoon of February 5, 1997.
The Lens Group was advised by the Soros Group that a
subsequent telephone conversation occurred that evening between Mr.
Buntrock and Mr. Druckenmiller. In that conversation, Mr. Buntrock
indicated that he was open to suggestions for new Board members and
that his reaction to the Proposal was that Mr. Corvese would be
acceptable and that he required more information regarding Mr. Lanese.
Further information regarding Mr. Lanese was provided by the Soros
Group to Mr. Buntrock that evening.
Page 7 of 24
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On the afternoon of February 6, 1997, Dean L. Buntrock, the
Chairman of the Board, Phillip B. Rooney, the Chief Executive Officer
and President, and Herbert A. Getz, the Senior Vice President, General
Counsel and Secretary, of the Issuer, met at the offices of SFM LLC
with Messrs. Stanley Druckenmiller, Brian Corvese and Robert Jermain,
all Managing Directors of SFM LLC, as well as with their legal
advisors. The Soros Group has informed the Lens Group that at this
meeting, contrary to the position he had expressed the prior evening,
Mr. Buntrock indicated that, after considering the Proposal and after
canvassing the members of the Issuer's Board, he was willing only to
commit publicly to hiring an executive search firm to identify two
new, independent candidates to stand for election to the Board at the
next Annual Meeting of Shareholders. According to the Soros Group,
Mr. Buntrock also contradicted his prior statement to Mr.
Druckenmiller by asserting that Mr. Lanese was suitable for the Board
but that Mr. Corvese was not.
The Lens Group understands from discussions with the Soros
Group that Management's reaction to the Proposal insufficiently
addressed the concern of the Soros Group that the Issuer's Board of
Directors could benefit from, and that shareholder value could be
enhanced by, the immediate presence on the Board of (i) an additional
member with significant operating experience and the proven ability to
enhance shareholder value in a large corporate environment and (ii) a
member with a financial background who is more attuned to shareholders
and the constituents in the financial markets. Messrs. Buntrock,
Rooney and Getz stated that, while the Board would be willing to elect
two new, independent directors to fill expected vacancies in the Board
expeditiously and prior to May 1997, the Board was unwilling to
consider a candidate who was, or could be viewed as being, a designee
or affiliate of a large shareholder, noting that it was the Board's
general view that a candidate recommended by a shareholder could not
be considered "independent" and was incapable of representing the
interests of the entire shareholder base. There was further
discussion of the propriety of and basis, if any, for the Board's
position. The meeting ended soon after the Soros Group reiterated its
belief that a Board member's affiliation with a company's shareholders
was a positive factor, by no means inconsistent with independence or a
director's fiduciary duties.
In the evening of February 6, 1997, Mr. Monks and Mr. John
Higgins of the Lens Group met with Messrs. Buntrock, Rooney and Getz,
as well as Mr. Alexander B. Trowbridge, a member of the Board and
Chairman of the Board's nominating committee. The discussions that
transpired were substantially similar to those
Page 8 of 24
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that occurred between the Issuer and the Soros Group earlier in the
day, but certain additional issues were also discussed. At the
meeting with the Lens Group, Mr. Buntrock, contrary to his statements
made to the Soros Group only hours earlier (as the Lens Group
understood Mr. Buntrock's discussions with the Soros Group to have
transpired), expressed concern that Mr. Lanese might not be
sufficiently independent from the Soros Group. Also addressed at the
meeting, among other things, was the Lens Group's concern regarding a
decision rendered after trial in an action entitled Mark W. Gregory,
----------------
et al. v. Chemical Waste Management, Inc., brought against a
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subsidiary of the Issuer. In findings of fact and conclusions of law
filed on December 11, 1996, the United States District Court for the
Western District of Tennessee awarded more than $76 million in
compensatory damages and $15 million of punitive damages against the
defendant stating "that fraud, misrepresentation and dishonesty
apparently became part of the operating culture of the Defendant
Corporation" and "Defendant undertook significant steps to cover up
its fraud." The Lens Group commented critically upon the absence of
any indication by the Board that it is taking corrective steps with
respect to the Court's findings other than the Issuer's appealing the
decision.
The Lens Group understands from discussions with the Soros
Group that, in discussions between Mr. Druckenmiller and Mr. Buntrock
on February 9, 1997, Mr. Druckenmiller modified the Proposal to
include the removal of Mr. Rooney from the Issuer's management (the
"Modified Proposal"). It was agreed that Mr. Druckenmiller, Mr.
Jermain and Mr. Corvese of SFM LLC and a legal advisor would meet with
members of the Issuer's Board to discuss, among other things, the
Modified Proposal on Tuesday, February 11, 1997 at the Issuer's
principal office. However, because of a concern that the Issuer might
seek to assert that, under recently amended By-laws of the Issuer, the
time to nominate directors for election at the 1997 Annual Meeting of
Shareholders of the Issuer might expire before a resolution concerning
the Modified Proposal could be reached, after discussion with the Lens
Group, Quantum Partners, an investment company advised by SFM LLC and
a shareholder of the Issuer, caused the following persons (the
"Alternative Slate of Directors") to be nominated, by written notice
dated February 10, 1997 (the "Nomination Notice"), in accordance with
requirements set forth in the Issuer's recently amended By-laws for
election as directors of the Issuer:
(i) Mr. Harvey L. Karp has served as Chairman of the
Board of Mueller Industries, Inc., a leading fabricator of plastics,
brass, copper and aluminum products, since 1991. From 1991 to 1992,
Mr. Karp also served as Chief Executive Officer of
Page 9 of 24
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Mueller Industries, Inc. Mr. Karp has served on numerous Boards of
Directors in the past. He is 69 years old.
(ii) Mr. Herbert J. Lanese is a private investor. He
served as President of McDonnell Douglas Aerospace and as a member of
the office of the Chief Executive of Mcdonnell Douglas Corporation
from February, 1996 to October, 1996. Prior to serving as President
of McDonnell Douglas Aerospace, he served as Deputy President of
McDonnell Douglas Aerospace from 1995 to 1996 and prior to that time,
as Executive Vice President and Chief Financial Officer of McDonnell
Douglas Corporation. Mr. Lanese joined McDonnell Douglas Corporation
in 1989 as Senior Vice President-Finance. Mr. Lanese serves on the
Advisory Board of The Chase Manhattan Bank.
(iii) Mr. G. Allen Mebane has served as Chairman of the
Board of Unifi Inc., a leading textile manufacturer, since 1985. Mr.
Mebane is 67 years old.
(iv) Mr. Jack H. Nusbaum is a Senior Partner and
Chairman of the New York law firm of Willkie Farr & Gallagher, where
he has been a partner for more than twenty-five years. He is a
director of W.R. Berkley Corporation, Fine Host Corporation, Strategic
Distribution, Inc., The Topps Company, Inc., Pioneer Companies, Inc.
and Prime Hospitality Corp. He is 56 years old.
The Lens Group has expressed to the Soros Group its support for the
Alternative Slate of Directors.
The Lens Group understands that representatives of the Soros
Group met on February 11, 1997 for one hour with members of the Board,
consisting of a majority of the directors, as well as in-house and
outside counsel to the Issuer, during which these representatives
explained the Modified Proposal and the various grounds for their
dissatisfaction with Mr. Rooney. Although the Board members indicated
their willingness to accept two new independent Board members, no
agreement was reached with respect to retention of Mr. Rooney or the
identity of such new directors. At the conclusion of the meeting
those present acknowledged that there had been an exchange of views
and no agreements or understandings were reached.
Following this meeting, on February 11, 1996, SFM LLC
received a letter from the Issuer stating that the submission by
Quantum Partners to the Issuer of the Nomination Notice with respect
to the Alternative Slate of Directors was "not in compliance with the
Company's By-laws" and that the Alternative Slate of Directors "will
not be considered at the 1997 Annual
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Meeting." This letter added that the Board had directed its
Nominating Committee to "consider the four individuals identified in
the letter as possible candidates for nomination as directors of the
[Issuer]." That day, a representative of the Soros Group also had
discussions with the Issuer's outside counsel concerning Quantum
Partners' submission of the nomination of the Alternative Slate of
Directors and asked that the Issuer reconsider its objections to such
submission.
The Lens Group was advised by the Soros Group that, on
February 12, 1997, SFM LLC, on behalf of Quantum, advised the Issuer
by letter of the same date that Quantum Partners "believes that the
Nomination Notice was timely delivered and contained all the
information required by the Issuer's By-laws." The letter also states
Quantum Partners' belief that the interests of the Issuer's
shareholders are not served by the Issuer's stance regarding the
Nomination Notice and requested that the Board immediately waive any
arguable defect with respect to the Nomination Notice.
The Lens Group believes that the Nomination Notice complied
with the Issuer's By-laws, as they should be properly applied in the
circumstances, and that the Alternative Slate of Directors should be
considered for election at the Issuer's 1997 Annual Meeting of
Shareholders. The Lens Group has advised the Soros Group and certain
other shareholders of the Issuer that it supports the Soros Group in
seeking to have the Nomination Notice be treated as effective for the
purpose of nominating the Alternative Slate of Directors. The Lens
Group also has advised the Soros Group that it was considering
bringing to the attention of the Common Shareholders generally,
through appropriate advertisements, the insufficiency of the Board's
efforts in providing effective independent director oversight of
Management. The Soros Group has advised the Lens Group that the Soros
Group has discussed this possibility with Management. This discussion
produced the exchange of correspondence between Mr. Buntrock and Mr.
Monks attached to this Statement as an exhibit.
The Lens Group may continue to pursue the matters discussed
above through negotiation with the Issuer or through discussions or
concerted actions with the Soros Group and/or other shareholders of
the Issuer, including the solicitation of proxies in respect of the
Strategic Review Proposal and/or the Alternative Slate of Directors.
Other than in respect of communication of the Proposal and
the Lens Group's general support of the Alternative Slate of
Directors, the Lens Group and the Soros Group have not reached
Page 11 of 24
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any definitive agreement or understanding as to any joint efforts to
enhance the value of their investments in the Issuer or the basis on
which such efforts might be undertaken. The Lens Group and the Soros
Group have engaged and may continue in discussions regarding such
matter, but there is no assurance that they will develop any such
agreement or understanding. The Lens Group does not intend to seek
control of the Issuer or to participate, except to the extent
described above, in the management of the Issuer.
Except as described above, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(i) By virtue of their management of Client accounts,
on February 5, 1996, Focus and Ram were the beneficial owner of
128,209 and 64,401 shares of Common Stock, respectively (approximately
0.05% of the Common Stock outstanding), for purposes of Section 13(d)
of the 1934 Act and, by virtue of their joint management, may also
have been the beneficial owner of the shares of Common Stock owned by
the others. By virtue of their management of client accounts, on the
date of this Statement, Focus and Ram were the beneficial owner of
128,209 and 114,041 shares of Common Stock, respectively
(approximately 0.05% of the outstanding Common Stock), for purposes of
Section 13(d) of the 1934 Act and, by virtue of this joint management,
may also have been the beneficial owner of the shares of Common Stock
owned by the other.
(ii) As a result of their joint sponsorship of the Proposal
on February 5, 1997, as described in Item 4 of this Statement, the
Soros Group and the Lens Group may be 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
this Statement, the Soros Group,
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collectively, may be deemed a beneficial owner of 25,225,100 shares of
Common Stock (approximately 5.20% of the outstanding Common Stock).
The Lens Group disclaims beneficial ownership of any shares of Common
Stock beneficially owned by the Soros Group. The Soros Group has
filed amendments to its Schedule 13D statement respecting the Common
Stock, dated February 11 and 13, 1997, relating to the matters
discussed above.
(b) Focus had the sole power to direct the vote and the
disposition of the 128,209 shares of Common Stock (approximately 0.03%
of the outstanding Common Stock) owned by its Clients in accounts
managed by it on February 5, 1997 and has the sole power to direct the
vote and the disposition of the 128,209 shares of Common Stock
(approximately the same percentage of the outstanding Common Stock)
owned by its Clients in such accounts on the date of this Statement.
Ram had the sole power to direct the vote and the disposition of the
64,041 shares of Common Stock (approximately 0.01% of the outstanding
Common Stock) owned by its Clients in accounts managed by it on
February 5, 1997 and has the sole power to direct the vote and the
disposition of the 114,041 shares of Common Stock (approximately the
same percentage of the outstanding Common Stock) owned by its Clients
in such accounts on the date of this Statement.
The percentages of outstanding shares of Common Stock used
in this Statement are calculated based upon the 485,121,646 shares of
Common Stock stated by the Issuer 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) Except for causing the open market transactions for
Client accounts listed in Schedule III hereto, there have been no
transactions with respect to the Common Stock during the past 60 days
by the Lens Group.
(d) No person other than the Client who is the owner of
shares of Common Stock referred to herein is known to the Lens Group
to have the right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of any of the shares of Common
Stock referred to in Item 5(a)(i) hereof.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
As discussed in Item 4 of this Statement, the Lens Group and
Mr. Kenneth Steiner, an unaffiliated shareholder of the Issuer, have
jointly sponsored under Rule 14a-8 under the 1934 Act the Strategic
Review Proposal for a vote by Common Shareholders at the Issuer's 1997
Annual Meeting of Shareholders.
As part of their respective Client relationships, Focus and
Ram have the power to direct the voting and the disposition of shares
of Common Stock owned by their respective Clients in the accounts they
manage for the Clients, pursuant to written investment management
agreements with the Clients. Under such agreements, Focus's
compensation for its services thereunder may include a share in the
appreciation earned by the Client on the account's investments and
accordingly both Focus's and Ram's compensation for its services
thereunder may vary with the value of the assets (including any Common
Stock) under its management. None of such agreements, however,
require that such accounts be invested in securities of the Issuer or
include in their provisions any terms specifically relating to or
varying with the investment of the accounts in securities of the
Issuer.
Focus also provides investment advisory services to clients
with respect to client accounts over which it has not been provided
under its respective agreement with the client the power to direct the
voting or disposition of securities in the accounts. One of such
"advisory-only" clients of Focus has acquired shares of Common Stock
in its Focus-advised account, which as of February 5, 1997 held
140,000 shares of Common Stock and as of the date hereof held 150,000
shares of Common Stock. Under Focus's agreement with such client,
Focus's compensation for its advisory services thereunder includes a
share of the appreciation (if any) earned by the client on the
account's investments in excess of the appreciation in a market index.
Such agreement, however, does not include in its provisions any terms
specifically relating to or varying with the investment of the account
in securities of the Issuer.
Focus and Ram have entered into, on behalf of clients,
financial derivative contracts, in the nature of call options,
relating to shares of Common Stock. With respect to clients of Focus,
such contracts as of the date hereof related to 45,000 shares of
Common Stock and, with respect to Ram, such contracts as of the date
hereof related to 118,000 shares of Common Stock. Such contracts
provide for settlement in cash only and do not
Page 14 of 24
<PAGE>
<PAGE>
provide to Focus or Ram any right to acquire shares of Common Stock or
any right to direct the acquisition, disposition or voting by the
counterparty of shares of Common Stock. The amount of the cash
settlement payments to become due under such contracts depend on the
market value of shares of Common Stock upon expiration of the
contracts, which as to 150,000 shares is February 6, 1998 and as to
13,000 shares is May 9, 1997 (or earlier upon the occurrence of an
event of default under the contracts). The counterparty of the
contracts is Bankers Trust Company of New York or an affiliate
thereof.
The Lens Group and the Soros Group have acted together
regarding the Proposal as described in Item 4 of this Statement and,
as a result, the Lens Group and the Soros Group may be deemed to be a
group for purposes of Section 13(d)(3) of the 1934 Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Letter dated February 11, 1997 from Dean L. Buntrock,
Chairman of the Board of Directors, and Phillip B.
Rooney, Chief Executive Officer, of the Issuer, to
Robert A.G. Monks of the Lens Group and letter dated
February 14, 1997 from Robert A.G. Monks to Dean L.
Buntrock and Phillip B. Rooney.
Page 15 of 24
<PAGE>
<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.
February 18, 1997
FOCUS INVESTMENT MANAGEMENT LLC
By: /s/ Robert A.G. Monks
------------------------------------------
Name: Robert A.G. Monks
Title: Managing Member
RAM TRUST SERVICES, INC.
By: /s/ Robert A.G. Monks
------------------------------------------
Name: Robert A.G. Monks
Title: Director
Page 16 of 24
<PAGE>
<PAGE>
SCHEDULE I
Focus Investment Management, LLC
a Maine limited liability company
45 Exchange Street, Suite 400
Portland, ME 04101
Members
Name and Business Address Position and Principal Occupation
------------------------- ---------------------------------
John P.M. Higgins Member/Management Participant
45 Exchange Street
Portland, ME 04101
Robert A.G. Monks Managing Member/Management
45 Exchange Street Participant
Portland, ME 04101
Nell Minow Member/Management Participant
1200 G Street, NW
Suite 800
Washington, DC 20005
Robert B. Holmes Member/Management Participant
45 Exchange Street
Portland, ME 04101
Charles K. Woodworth Member/Management Participant
45 Exchange Street
Portland, ME 04101
The principal occupation of each of the individuals listed
above is participation in the management of Focus and Ram. None of
the individuals listed above in the last five years (i) has been
convicted in a criminal proceeding or (ii) was party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
Each of the individuals listed above is a citizen of the United
States.
Page 17 of 24
<PAGE>
<PAGE>
SCHEDULE II
Ram Trust Services, Inc.
(a Maine corporation)
45 Exchange Street
Portland, ME 04101
Executive Officers and Directors
and Controlling Shareholders
Name and Business Address Position and Principal Occupation
------------------------- ---------------------------------
John P.M. Higgins President, Chief Executive Officer,
45 Exchange Street Director and Controlling
Portland, ME 04101 Shareholder
Robert A.G. Monks Director
45 Exchange Street
Portland, ME 04101
William F.K. Monks Director
45 Exchange Street
Portland, ME 04101
William S. Schaffner Secretary, Treasurer and Director
45 Exchange Street
Portland, ME 04101
The principal occupation of each of the individuals listed
above is participation in the management of Ram and Focus. None of
the individuals listed above in the last five years (i) has been
convicted in a criminal proceeding or (ii) was party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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.
Each of the individuals listed above is a citizen of the United
States.
Page 18 of 24
<PAGE>
<PAGE>
SCHEDULE III
RECENT TRANSACTIONS IN THE COMMON STOCK
(All Transactions Made for Client Accounts of Ram Trust Services,
Inc.)
Date of Nature of Number Price
Transaction Transaction of Shares Per Share
----------- ----------- --------- ---------
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 75 $33.375
02/05/97 Purchase 50 $33.375
12/06/97 Sale (50) $35.375
02/05/97 Purchase 15 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 125 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Sale (75) $32.750
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 675 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 15 $33.375
02/05/97 Purchase 5 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 75 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 75 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 150 $33.375
02/05/97 Purchase 150 $33.375
02/05/97 Purchase 250 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 150 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 50 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 250 $33.375
01/10/97 Purchase 1,535 $32.750
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 100 $33.375
02/05/97 Purchase 5 $33.375
02/05/97 Purchase 50 $33.375
Page 19 of 24
<PAGE>
<PAGE>
Date of Nature of Number Price
Transaction Transaction of Shares Per Share
----------- ----------- --------- ---------
01/10/97 Purchase 615 $32.750
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 150 $33.375
02/05/97 Purchase 25 $33.375
02/05/97 Purchase 15 $33.375
02/05/97 Purchase 10 $33.375
02/05/97 Purchase 5 $33.375
02/05/97 Purchase 5 $33.375
02/05/97 Purchase 100 $33.375
Page 20 of 24
<PAGE>
EXHIBIT 1
WMX TECHNOLOGIES, INC.
3003 Butterfield Road Phone 708.572.8800
Oak Brook, IL 60521
February 11, 1997
Mr. Robert A.G. Monks
Lens
45 Exchange Street, Suite 400
Portland, Maine 04101
Dear Mr. Monks:
You have stated in your promotional materials that you use the press
as a weapon. And for the past week you have been threatening to run
an ad critical of the Company in The Wall Street Journal, as well as
undertake other initiatives, if we didn't meet your demands. But we
will not allow our shareholders to be shortchanged over the long-term
in order to save ourselves the discomfort of negative publicity.
During our two meetings with you last week it became increasingly
clear that you were less interested in understanding the rationale
behind our newly focused business strategy -- much of which you have
been advocating for some time -- and more interested in using threats
as leverage to get us to agree to your suggestions for two Board
seats.
We have listened to your suggestions. This is obvious given the fact
that the appointment of Paul Montrone as a new director, which we
announced last week, came directly from a list of suggested candidates
that you submitted last Fall to Alexander Trowbridge, Chairman of the
Board's Nominating Committee.
We have been engaged in a search to find candidates with the right
experience, independent perspective and thoughtful, long-term business
judgment who can serve the interests of all WMX shareholders. We
believe that is the critical objective and that our shareholders would
want us to do no less.
WMX is clearly changing. And fast. We have a focused business
strategy for profitable growth -- a comprehensive plan to deliver
Page 21 of 24
<PAGE>
<PAGE>
value to shareholders quickly and effectively, but we are determined
to move ahead with the best plan, and the best directors. As
fiduciaries for all WMX shareholders, we won't settle for anything
less.
Very truly yours,
/s/ Dean L. Buntrock /s/ Phillip B. Rooney
Dean L. Buntrock Phillip B. Rooney
Chairman of the Board Chief Executive Officer
for the Board of Directors
cc: WMX Technologies Board of Directors
Page 22 of 24
<PAGE>
<PAGE>
LENS
The Corporate Governance Investors
----------------------------------------------------------------------
Focus
Investment
Management LLC
Suite 400
45 Exchange Street E-Mail
Portland, Maine 04101 [email protected]
Telephone 207.775.4296
Facsimile 202.775.4289 Web Site:
http://www.lens-inc.com
Suite 800
1200 G Street, NW
Washington, DC 20005
Telephone 202.434.8723
Facsimile 202.783.3316
Principals
Robert A.G. Monks
Nell Minow
John P.M. Higgins
Robert B. Holmes
Charles K. Woodworth
John B. Goodrich
Director of Research
Jan M. Nelligan
Administrative Officer
Barbara A. Sleasman
Executive Assistant
February 14, 1997
VIA FACSIMILE AND U.S. MAIL
Mr. Dean L. Buntrock
Mr. Phillip B. Rooney
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, IL 60521
Dear Dean and Phil,
I am sorry to receive your letter of February 11, because it
introduces elements of mischaracterization and personal attack
previously absent in our communications. I have been glad of the
Page 23 of 24
<PAGE>
<PAGE>
February 14, 1997 Page 2
ability to speak directly and honestly with you, despite our
differences. Your letter marks a different course of "spinning" for
the record.
After several months of intensive consideration, WMX management came
up with a proposed solution to the company's admittedly very serious
problems that involved the addition of not one new person at a senior
level (Paul Montrone, notwithstanding his outstanding ability can
hardly be considered an outsider). The market has responded with a
clear rejection of your plan. That is the source of the negative
publicity.
In a company with a performance record like that of WMX, the market
(and the press) can be expected to be skeptical when a company so
thoroughly insulates itself from any outside perspective. The pattern
of WMX, from the history of insiders, former insiders, and service
providers on the board to the "confidential voting" policy that is
more loophole than substance, supports these concerns. We have seen,
at other companies, strong market approval when companies bring in
independent outsiders with demonstrated track records. Should you
find, in your search for new directors, that highly qualified
candidates are reluctant to accept nomination in the context of
shareholder dissent, I encourage you to have them meet with us and the
Soros representatives, in the hope that we can achieve some solution
short of proxy contest. In the meantime, we will continue to
communicate our concerns to you and to other shareholders until we are
persuaded that they have been heard and substantively addressed.
Respectfully yours,
/s/ Robert A.G. Monks
Robert A.G. Monks
Page 24 of 24
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