<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 11, 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 [ ].
- ----------------
<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 22,600,500
BENEFICIALLY
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 19,745,600
BENEFICIALLY
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 1,288,600
BENEFICIALLY
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 1,288,600
BENEFICIALLY
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 1,288,600
BENEFICIALLY
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
SCHEDULE 13D
CUSIP No. 92929Q107
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 22,370,700
BENEFICIALLY
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
SCHEDULE 13D
CUSIP No. 92929Q107
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 2,625,100
BENEFICIALLY
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. 4 is being filed by the Reporting Persons
solely to report a 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 herein
but not defined 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. 4 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. 4 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 adding the following paragraphs to the
end of such item:
Following the meeting on February 11, 1997, that afternoon, a
representative of the Reporting Persons had discussions with the Issuer's
outside counsel and requested that the Issuer reconsider its objection to Cede
& Co.'s written notice (the "Nomination Notice") on behalf of Quantum Partners
nominating
<PAGE>10
Messrs. Karp, Lanese, Mebane and Nusbaum as nominees to the Issuer's Board (the
"Nominees"). On February 11, 1997, Cede & Co. and SFM LLC received a letter,
virtually simultaneously with the conversation described above, from the Issuer
dated February 11, 1997 (the "February 11 Letter") stating that the nominations
of the Nominees "are not in compliance with the Company's By-laws and will not
be considered at the 1997 Annual Meeting." The February 11 Letter also
indicated 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]." The February 11 Letter is attached hereto as
Exhibit G.
On February 12, 1997 SFM LLC, on behalf of Quantum Partners,
responded by letter (the "SFM LLC February 12 Letter") to the Issuer. The SFM
LLC February 12 Letter states 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 that "Quantum does
not believe that the interests of [the Issuer's] stockholders are served by
[the Issuer's] stance regarding the Nomination Notice and we therefore
reiterate the request presented to your counsel yesterday that the [Issuer's]
Board of Directors act immediately to waive any arguable defect with respect to
the Nomination Notice." The SFM LLC February 12 Letter is attached hereto as
Exhibit H.
<PAGE>11
Item 7. Material to Be Filed as Exhibits.
G. Letter dated February 11, 1997 from Herbert A. Getz, Senior Vice
President and Secretary of the Issuer to Cede & Co., on behalf of Quantum
Partners.
H. Letter dated February 12, 1997 from Sean Warren, General Counsel and
Managing Director of SFM LLC to Herbert A. Getz, Senior Vice President and
Secretary of the Issuer.
<PAGE>12
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 13, 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>13
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
<PAGE>14
EXHIBIT INDEX
Page
G. Letter dated February 11, 1997 from Herbert
A. Getz, Senior Vice President and Secretary of the
Issuer to Cede & Co., on behalf of Quantum Partners...............15
H. Letter dated February 12, 1997 from Sean
Warren, General Counsel and Managing Director of SFM LLC
to Herbert A. Getz, Senior Vice President and Secretary
of the Issuer.....................................................16
<PAGE>
EXHIBIT G
WMX TECHNOLOGIES, INC.
3003 Butterfield Road
Oak Brook, Illinois 60521
February 11, 1997
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
Ladies and Gentlemen:
The Board of Directors reviewed the February 10, 1997 letter and
attachments from Cede & Co. regarding an effort by Quantum Partners LDC to
nominate four individuals for election as directors of the Company. The Board
has determined that these nominations are not in compliance with the Company's
By-laws and will not be considered at the 1997 Annual Meeting of Stockholders
of the Company.
The Board also directed the Nominating Committee of the Board to
consider the four individuals identified in the letter as possible candidates
for nomination as directors of the Company. The Nominating Committee has
engaged a search firm and is in the process of identifying one or more new
candidates for nomination as directors. Additional information concerning the
four individuals named in the letter, and any other individuals to be
recommended to the Nominating Committee, should be sent to the Nominating
Committee, in care of the undersigned.
Very truly yours,
/s/ Herbert A. Getz
Herbert A. Getz
Senior Vice President and Secretary
cc: Quantum Partners LDC
<PAGE>
EXHIBIT H
SOROS FUND MANAGEMENT LLC
888 Seventh Avenue
New York, New York 10106
BY TELCOPIER AND MAIL
630-218-1553
February 12, 1997
Herbert A. Getz, Esq.
Senior Vice President and Secretary
WMX Technologies, Inc.
3003 Butterfield Road
Oak Brook, IL 60521
Dear Mr. Getz:
I write on behalf of Quantum Partners LDC ("Quantum"), with respect to the
February 10, 1997 notice (the "Nomination Notice") from Cede & Co. ("Cede")
pursuant to Section 3 of Article III ("Section 3") of the By-Laws of WMX
Technologies, Inc. ("WMX") regarding Quantum's nomination of four persons for
election as directors at WMX's 1997 Annual Meeting of Stockholders.
During the meeting between representatives of Quantum and certain members of
the Board of Directors of WMX on February 11, 1997, Quantum's representatives
were told by Mr. Trowbridge that WMX believed that the Nomination Notice was
untimely. Your February 11, 1997 letter to Cede and to Quantum states that the
WMX board "has determined that [Quantum's] nominations are not in compliance
with [WMX's] By-Laws." WMX's February 11, 1997 press release states that the
"documents we received from the Soros group . . . arrived after the filing
deadline and contained incomplete information."
Quantum believes that the Nomination Notice was timely delivered and contained
all the information required by Section 3. Nonetheless, we would be pleased to
submit promptly any additional information (other than what has already been
made available to WMX through the Schedules 13D filed on behalf of Quantum)
that you believe is required by Section 3.
Quantum does not believe that the interests of WMX's stockholders are served by
WMX's stance regarding the Nomination Notice and we therefore reiterate the
request presented to your counsel yesterday that the WMX Board of Directors act
immediately to waive any arguable defect with respect to the Nomination Notice.
Sincerely yours,
/s/ Sean C. Warren
Sean C. Warren
Managing Director
and General Counsel
