<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 5, 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
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. 3 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. 3 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. 3 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 last sentence thereof and
by adding the following paragraphs to such item:
The Reporting Persons have become even more 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 issue.
The Reporting Persons have also been unable, until recently,
to engage the Issuer's Board of Directors (the "Board") in
<PAGE>10
discussions about enhancing shareholder value. By letter dated January 16,
1997, Stanley Druckenmiller, a Managing Director of SFM LLC, requested to
meet with independent members of the Issuer's Board and to have meetings
with all candidates for election or re-election to the Board. Mr.
Druckenmiller received a response stating that he would receive a formal
response to his letter in February. SFM LLC also unsuccessfully attempted to
have a member of the Issuer's Board arrange a meeting with the Issuer's
Chairman, such meeting to occur prior to the announcement of the Issuer's
restructuring plan.
The Reporting Persons have had discussions with Focus
Investment Management, L.L.C., a Maine limited liability company that does
certain of its business under the trade name "Lens," and certain of its
affiliates (collectively, "Lens"), concerning actions that they may take to
enhance the value of their investments in the Issuer. In these discussions, it
was determined that Lens 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 Reporting Persons and Lens. The two persons 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 Reporting Persons and Lens, 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 Lens to the Issuer
on the afternoon of Wednesday February 5, 1997.
<PAGE>11
In response to Mr. Druckenmiller's earlier letter of January
16, 1997, a subsequent telephone conversation occurred that evening between
Dean L. Buntrock, the Chairman of the Board of the Issuer, and Mr.
Druckenmiller. In that conversation, Mr. Buntrock indicated that he was open
to suggestions for new Board members and that his reaction was that Mr.
Corvese would be acceptable and that he required more information regarding Mr.
Lanese. Further information regarding Mr. Lanese was provided to Mr.
Buntrock that evening.
On the afternoon of Thursday February 6, 1997, Dean L.
Buntrock, Phillip B. Rooney and Herbert A. Getz, the Chairman of the Board; the
Chief Executive Officer, President and Chief Operating Officer; and the Senior
Vice President, General Counsel and Secretary of the Issuer, respectively, met
at the offices of SFM LLC with Stanley Druckenmiller, Brian Corvese and Robert
Jermain, all Managing Directors of SFM LLC, as well as with their legal
advisors. 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 of Directors, 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 of Directors at the next annual
meeting in May 1997. 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.
During the ensuing discussions, the Reporting Persons
indicated that Management's reaction to the Proposal insufficiently addressed
the concern that the Issuer's Board of Directors could benefit from, and that
shareholder value could be enhanced by, the
<PAGE>12
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
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
Reporting Persons reiterated their 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.
On the evening of February 6, 1997, representatives of Lens
contacted the Reporting Persons to inform them that they had just concluded a
meeting at Lens' office at which were present Messrs. Buntrock, Rooney and Getz,
as well as Mr. Alexander B. Trowbridge, a member of the Board and of the Board's
nominating committee. The Reporting Persons were informed that the discussions
that transpired were substantially similar to those that occurred between the
Issuer and the Reporting Persons earlier in the day, but that certain additional
issues were also discussed. At the meeting
<PAGE>13
with Lens, contrary to his statements made only hours earlier at SFM LLC, Mr.
Buntrock expressed concern that Mr. Lanese might not be sufficiently
independent from the Reporting Persons. Lens also addressed, among other
things, its concerns regarding a decision rendered after trial in an
action entitled Mark W. Gregory, et al. v. Chemical Waste Management,
Inc., brought against the Issuer's subsidiary. 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
Reporting Persons understand that Lens 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.
At approximately 9:00 a.m. Eastern Standard Time Friday,
February 7, 1997, Mr. Druckenmiller attempted to call Mr. Buntrock to discuss
further the Proposal. Mr. Druckenmiller was informed that Mr. Buntrock was
travelling. At approximately 3:30 p.m. Mr. Druckenmiller was informed that
Mr. Buntrock would not be availabe until Sunday morning and Mr.
Druckenmiller was given two telephone numbers for Mr. Buntrock. 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. 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 on Tuesday, February
11, 1997 at 11:00 a.m. Central Standard
<PAGE>14
Time at the Issuer's principal office. However, because of a concern that the
Issuer might seek to assert that the time to nominate directors for election
at the next annual meeting of the Issuer's shareholders might expire before a
resolution could be reached, Quantum Partners, an investment company advised
by SFM LLC and a shareholder of the Issuer, caused the following persons to
be nominated, by written notice dated February 10, 1997 and pursuant to
the procedures set forth in the Issuer's recently amended By-laws:
(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 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.
<PAGE>15
(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.
Representatives of the Reporting Persons met 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 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 in place of
the resigning 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.
The Reporting Persons may continue to pursue these matters
through negotiation with the Issuer or through discussions or concerted actions
with other shareholders of the Issuer, including the solicitation of proxies in
respect thereof.
Other than in respect of communication of the Proposal, the
Reporting Persons and Lens have not reached 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
Reporting Persons and Lens may not develop any such agreement or understanding.
The Reporting Persons do not intend to seek control of the Issuer or to
participate, except to the extent described above, in the day-to-day management
of the Issuer.
Except as described above, 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
<PAGE>16
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 Securities of the Issuer.
Paragraph (a) of Item 5 is amended to add the following clause (vi) at the
end of such paragraph:
(vi) Lens has informed the Reporting Persons that, on the
date of this Amendment No. 3, Lens may be deemed a beneficial owner of 242,250
shares of Common Stock (approximately 0.05% of the Common Stock outstanding)
within the meaning of Section 13(d) of the Exchange Act. The Reporting Persons
expressly disclaim beneficial ownership of any shares of Common Stock
beneficially owned by Lens.
As a result of the discussions between the Reporting Persons
and Lens described in Item 4, the Reporting Persons and Lens may be deemed to be
a group within the meaning of Section 13(d)(3) of the Exchange Act. Lens has
informed the Reporting Persons that it intends to file a separate Schedule 13D
in a timely manner.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of an Issuer
Item 6 is amended to add the following paragraph to the end of such Item 6:
<PAGE>17
The Reporting Persons and Lens are in discussions as
described in Item 4, and as a result, the Reporting Persons and Lens may be
deemed to be a group within the meaning of Section 13(d)(3) of the Exchange
Act.
<PAGE>18
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 11, 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>18
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>19
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
Brian J. Corvese
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.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Common Stock.
(b) None of the Reporting Persons has any contracts, arrangements,
understandings or relationships with respect to the Common Stock.
<PAGE>20
Annex D
The following is a list of all of the persons who serve as
executive officers of Duquesne LLC (other than Stanley Druckenmiller):
Michael A. Shay ("Mr. Shay")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal
occupation is serving as a Managing Director of Duquesne LLC. Mr. Shay's
business address is Duquesne Capital Management, L.L.C., 2579 Washington Road,
Suite 322, Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal
occupation is serving as a Managing Director of Duquesne LLC. Mr. Kerner's
principal business address is Duquesne Capital Management L.L.C., 888 Seventh
Avenue, 32nd Floor, New York, New York 10106.
To the best of the Reporting Persons' knowledge:
(a) Neither of the above persons holds any Common Stock;
(b) Neither of the above persons has any contracts,
arrangements, understandings or relationships with
respect to the Common Stock.
<PAGE>21
Annex E
<TABLE>
<CAPTION>
Directors and Officers of QIH Management, Inc.
Name/Title/
Citizenship Principal Occupation Business Address
----------- -------------------- ----------------
<S> <C> <C>
888 Seventh Avenue
Gary Gladstein 33rd Floor
Director and President Managing Director of SFM LLC New York, New York 10106
(United States)
Sean C. Warren 888 Seventh Avenue
Director, Vice President 33rd Floor
and Secretary Managing Director of SFM LLC New York, New York 10106
(United States)
888 Seventh Avenue
Peter Streinger 33rd Floor
Treasurer Chief Financial Officer of SFM LLC New York, New York 10106
(United States)
Michael C. Neus 888 Seventh Avenue
Vice President and Assistant Secretary 33rd Floor
(United States) Assistant General Counsel of SFM LLC New York, New York 10106
</TABLE>
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any shares of Common Stock.
(b) None of the above persons has any contracts, arrangements, understandings or
relationships with respect to the shares of Common Stock.
