-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RMEtaZmE72Zpda4KGr5b7iNY7Euc7Ny508Oy3qcR2ngU//Ka8DTfEJeEgIAvvn/R 2ee6yViJjQ1uZcx38Ekhlg== 0000921530-02-000149.txt : 20020414 0000921530-02-000149.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000149 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020214 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCG CAPITAL CORP CENTRAL INDEX KEY: 0001141299 IRS NUMBER: 541889518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78037 FILM NUMBER: 02546826 BUSINESS ADDRESS: STREET 1: 1100 WILSON BLVD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7032477500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 mcgcap_13g-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)* MCG CAPITAL CORPORATION ----------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 58047P107 --------- (CUSIP Number) December 31, 2001 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 14 Pages Exhibit Index: Page 11 SCHEDULE 13G CUSIP No. 58047P107 Page 2 of 14 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 1,990,666 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,990,666 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,990,666 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 7.04% 12 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13G CUSIP No. 58047P107 Page 3 of 14 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,990,666 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,990,666 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,990,666 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 7.04% 12 Type of Reporting Person (See Instructions) PN; IA SCHEDULE 13G CUSIP No. 58047P107 Page 4 of 14 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,990,666 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,990,666 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,990,666 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 7.04% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 58047P107 Page 5 of 14 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,990,666 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,990,666 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,990,666 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 7.04% 12 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13G CUSIP No. 58047P107 Page 6 of 14 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 2,000,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,000,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 7.07% 12 Type of Reporting Person (See Instructions) IA Page 7 of 14 Pages Item 1(a) Name of Issuer: MCG Capital Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 1100 Wilson Boulevard, Suite 800, Arlington, VA 22209 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC ("QIP"); ii) QIH Management Investor, L.P. ("QIHMI"); iii) QIH Management, Inc. ("QIH Management"); iv) Soros Fund Management LLC ("SFM LLC"); and v) Mr. George Soros ("Mr. Soros"). This Statement relates to Shares (as defined herein) held for the accounts of QIP and SFM Domestic Investments LLC, a Delaware limited liability company ("SFM Domestic Investments"). QIHMI, an investment advisory firm, is vested with investment discretion over the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH Management, which is the sole general partner of QIHMI. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management, as the general partner of QIHMI, to act at the direction of SFM LLC. Mr. Soros is the Chairman of SFM LLC. Mr. Soros is the sole managing member of SFM Domestic Investments and in such capacity maybe deemed to have voting and dispositive power over the securities held for the account of SFM Domestic Investments. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of QIHMI, QIH Management, SFM LLC and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. The address of the principal business office of QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Item 2(c) Citizenship: i) QIP is a Cayman Islands exempted limited duration company; ii) QIHMI is a Delaware limited partnership; iii) QIH Management is a Delaware corporation; iv) SFM LLC is a Delaware limited liability company; and v) Mr. Soros is a United States citizen. Page 8 of 14 Pages Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value per share (the "Shares"). Item 2(e) CUSIP Number: 58047P107 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed the beneficial owner of the 1,990,666 Shares held for the account of QIP. (ii) Mr. Soros may be deemed the beneficial owner of 2,000,000 Shares. This number includes (A) 1,990,666 Shares held for the account of QIP and (B) 9,334 Shares held for the account of SFM Domestic Investments. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI, QIH Management and SFM LLC may be deemed to be the beneficial owner constitutes approximately 7.04% of the total number of Shares outstanding. (ii) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 7.07% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: QIP, QIHMI, QIH Management and SFM LLC -------------------------------------- (i) Sole power to vote or to direct the vote: 1,990,666 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,990,666 (iv) Shared power to dispose or to direct the disposition of: 0 Page 9 of 14 Pages Mr. Soros --------- (i) Sole power to vote or to direct the vote: 2,000,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 2,000,000 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of QIP, including Quantum Industrial Holdings Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of QIP in accordance with their ownership interests in QIP. (ii) Certain members of SFM Domestic Investments have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of SFM Domestic Investments in accordance with their membership interests in SFM Domestic Investments. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: This Item 10 is not applicable. Page 10 of 14 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 2002 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Vice President Date: February 14, 2002 QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Vice President Date: February 14, 2002 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: February 14, 2002 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 11 of 14 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement dated February 14, 2002 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC and Mr. George Soros............................................... 12 B. Power of Attorney, dated as of February 14, 2002, granted by Quantum Industrial Partners LDC in favor of Mr. Armando T. Belly, Ms. Joyde Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Robert Soros......... 13 C. Power of Attorney, dated as of January 15, 2002, granted by Mr. George Soros in favor of Mr. Armando T. Belly, Ms. Joyde Anzalotta, Ms. Maryann Canfield, Mr. Sean Cullinan, Mr. Richard D. Holahan, Jr. and Robert Soros................... 14 EX-99 3 mcgcap_13gexha-123101.txt EXHIBIT A - JOINT FILING AGREEMENT Page 12 of 14 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of MCG Capital Corporation dated as of February 14, 2002 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: February 14, 2002 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Richard D. Holahan, Jr. -------------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 QIH MANAGEMENT INVESTOR, L.P. By: QIH Management, Inc., its General Partner By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Vice President Date: February 14, 2002 QIH MANAGEMENT, INC. By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Vice President Date: February 14, 2002 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: February 14, 2002 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact EX-24 4 mcgcap_13gexhb-123101.txt EXHIBIT B - QUANTUM INDUSTRIAL PARTNERS LDC Page 13 of 14 Pages EXHIBIT B QUANTUM INDUSTRIAL PARTNERS LDC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS LDC (the "Company"), an exempted limited duration company existing and operating under the laws of the Cayman Islands does, pursuant to a duly adopted resolution of its Managing Director, hereby designate, constitute and appoint: ARMANDO T. BELLY, JOYDE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. and ROBERT SOROS acting, singly and not jointly, as its true and lawful agent and attorney in fact for the purpose of executing in its name, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. Each attorney-in-fact is hereby authorized and empowered to perform all other acts and deeds, which he or she in his or her sole discretion deems necessary or appropriate to carry out to the fullest extent the terms and the intent of the foregoing. All prior acts of each attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. IN WITNESS WHEREOF, the Company has caused this document to be executed this 13th day of February, 2002. QUANTUM INDUSTRIAL PARTNERS LDC /s/ Curacao Corporation Company N.V. ------------------------------------------- Curacao Corporation Company N.V. Managing Director EX-24 5 mcgcap_13gexhc-123101.txt EXHIBIT C - POWER OF ATTORNEY Page 14 of 14 Pages EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Commodities Exchange Act and the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 27th day of January 2000 with respect to the same matters addressed above. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 15th day of January, 2002. /s/ George Soros ----------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----