-----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, QqZ/Qr2aY6YuhC9d7tNbLlloI9nqc94sCx7mhyAJmcDptlF3WuIsq4YxReJbLilG LJzVZFBMy5c3gSHyMiNo9Q== 0000921530-97-000205.txt : 19971230 0000921530-97-000205.hdr.sgml : 19971230 ACCESSION NUMBER: 0000921530-97-000205 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971229 SROS: NASD GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECONDITIONED SYSTEMS INC CENTRAL INDEX KEY: 0000891915 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 860576290 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46721 FILM NUMBER: 97745847 BUSINESS ADDRESS: STREET 1: 444 WEST FAIRMONT CITY: TEMPE STATE: AZ ZIP: 85282 BUSINESS PHONE: 6029681772 MAIL ADDRESS: STREET 1: 444 W FAIRMONT CITY: TEMPE STATE: AZ ZIP: 85282 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 13D/A 1 AMEND NO. 3 TO SCH 13D RE RECONDITIONED SYS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* RECONDITIONED SYSTEMS, INC. --------------------------------- (Name of Issuer) Common Stock, No Par Value ---------------------------------- (Title of Class of Securities) 756240305 --------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 1997 --------------------------------------- (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 [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. *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 disclosure 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 page(s) Page 1 of 14 Pages Exhibit Index: Page 9 SCHEDULE 13D CUSIP No. 756240305 Page 2 of 13 Pages 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. [_] b. [x] 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 756240305 Page 3 of 13 Pages 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. [_] b. [x] 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 756240305 Page 4 of 13 Pages 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. [_] b. [x] 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 Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 14 Pages This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, no par value per share (the "Shares"), of Reconditioned Systems, Inc. (the "Issuer"). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D dated February 9, 1995 and all amendments thereto (collectively, the "Initial Statement") filed by the Reporting Persons (as defined herein). This Amendment No. 3 is being filed by the Reporting Persons to report that Quota has disposed of the 489,548 Shares held for its account in a private transaction, and, as such, the Reporting Persons no longer may be deemed the beneficial owners of five percent or more of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 2. Identity and Background. This statement is being filed on behalf of SFM LLC, Mr. George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and together with SFM LLC and Mr. Soros, the "Reporting Persons"). This statement relates to Shares held for the account of Quota. Updated information concerning the Managing Directors of SFM LLC is attached hereto as Annex A and incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed the beneficial owner of 0 Shares. (c) Except as disclosed in Item 6 there have been no transactions effected with respect to the Shares since October 30, 1997 (60 days prior to the date hereof) by Quota or by any of the Reporting Persons. (e) The Reporting Persons ceased to be beneficial owners of five percent or more of the outstanding Shares on December 19, 1997. Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. On December 19, 1997 Quota Fund N.V., a Netherlands Antilles corporation ("Quota Fund"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with the Purchasers (as defined in the Stock Purchase Agreement), a copy of which is attached hereto as Exhibit D and incorporated herein by reference. Pursuant to the terms of the Stock Purchase Agreement, Quota Fund agreed to sell all of the Shares held for the account of Quota to the Purchasers for a purchase price of $1.50 per Share. Except as disclosed above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Page 6 of 14 Pages Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to Amendment No. 1 and incorporate herein by reference). B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit B to Amendment No. 1 and incorporate herein by reference). C. Joint Filing Agreement dated January 1, 1997 by and among SFM LLC, Mr. Soros and Mr. Druckenmiller (filed as Exhibit C to Amendment No. 1 and incorporate herein by reference). D. Stock Purchase Agreement dated December 19, 1997 by and among Quota Fund and the Purchasers (as defined therein). Page 7 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: December 29, 1997 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ----------------------------- Michael C. Neus Attorney-in-Fact Page 8 of 14 Pages 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 David Gerstenhaber Gary Gladstein Ron Hiram 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 John Zwaanstra 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 holds any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 9 of 14 Pages EXHIBIT INDEX Page No. -------- D. Stock Purchase Agreement dated December 19, 1997 by and among Quota Fund N.V. and the Purchasers (as defined therein) ..... 10 EX-99.D 2 EXHIBIT D - STOCK PURCHASE AGREEMENT Page 10 of 14 Pages EXHIBIT D Stock Purchase Agreement Stock Purchase Agreement (the "Agreement"), dated as of December 19, 1997, by and among Quota Fund, N.V., a Netherlands Antilles corporation (the "Seller"), and Wayne Collignon ("Collignon"), Dirk Anderson ("Anderson"), Granite Capital L.P. ("Granite"), Generation Capital Assoc. ("Generation"), William J. Hopke ("Hopke"), Warren Palitz ("Palitz") and Scott W. Ryan ("Ryan") (each of Collignon, Anderson, Granite, Generation, Hopke, Palitz and Ryan, a "Purchaser" and collectively, the "Purchasers"). 1. Purchase and Sale of the Shares. Subject to the terms of this --------------------------------- Agreement, the Seller hereby agrees to sell, convey, assign and deliver to each Purchaser, and each Purchaser hereby agrees to purchase, acquire and accept from the Seller, the number of shares (the "Shares") of common stock, no par value (the "Common Stock"), of Reconditioned Systems, Inc. ("RSI") listed next to such Purchaser's name on Schedule 1 attached hereto. 2. Consideration. Subject to the terms of this Agreement, in ------------- consideration of the aforesaid sale, conveyance, assignment and delivery of the Shares, each Purchaser hereby agrees to deliver, or cause to be delivered, to the Seller, the purchase price, in cash, listed next to such Purchaser's name on Schedule 1 attached hereto (the "Purchase Price"), representing a price per Share of U.S. $1.50. 3. Delivery by the Purchasers. Each Purchaser shall deliver the --------------------------- Purchase Price, by wire transfer of immediately available funds to the following account, pursuant to the following instructions: 4. Delivery by the Seller. As soon as the aggregate Purchase Price ---------------------- has been received by the Seller with respect to all of the Purchasers, the Seller shall give irrevocable instructions to the transfer agent to deliver to the Purchasers or their nominee(s) a stock certificate or certificates representing the Shares, duly endorsed in blank or with stock powers duly executed by it, in proper form for transfer; provided, that such stock certificates may have legends affixed to the effect that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be sold, assigned or otherwise transferred except in compliance with the Act and that RSI may place "stop transfer" instructions with respect to the Shares with its transfer agent. Page 11 of 14 Pages 5. Representations and Agreements of the Seller. The Seller -------------------------------------------------- represents and warrants to each Purchaser as follows: a. Organization and Corporate Power. The Seller is a corporation ----------------------------------- duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Seller has all requisite legal and corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. b. Authorization. All corporate action on the part of the Seller ------------- necessary for the authorization, execution, delivery and performance of this Agreement and the authorization, sale and delivery of the Shares, has been taken. This Agreement has been duly and validly executed and delivered by the Seller, and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms. The execution of this Agreement and the performance by the Seller of its obligations hereunder do not conflict with or violate any agreement to which the Seller is a party or is bound or any law applicable to the Seller. No consent of or filing with any third party, including governmental authorities (other than disclosure forms to be filed with governmental or regulatory agencies, including Schedule 13D and Form 4 filings), is required for the Seller to execute and deliver this Agreement and effect the transactions contemplated by this Agreement (without giving effect to any consents or filings which may be required as a result of the status or operations of the Purchasers). c. Title and Related Matters. Upon delivery of the Shares as ---------------------------- contemplated by Section 3 hereof within the State of New York, each Purchaser will acquire good title to the Shares (assuming that such Purchaser is a bona fide Purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code) free and clear of all adverse claims (as defined in Section 8-302 of the New York Uniform Commercial Code). d. Evaluation of Transaction. The Seller has sufficient knowledge -------------------------- and experience in financial, investment and business matters so as to independently evaluate the merits of selling the Shares to the Purchasers and the Seller is able to make, and has made, an informed investment decision with respect thereto. 6. Representations and Agreements of Purchasers. Each Purchaser, ---------------------------------------------- severally, for itself only, represents and warrants to the Seller as follows: -2- Page 12 of 14 Pages a. Organization and Power. If such Purchaser is an entity, such ----------------------- Purchaser is organized, validly existing and in good standing under the laws of the jurisdiction of its formation. Such Purchaser has all requisite legal power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. b. Authorization. If such Purchaser is an entity, all actions on the ------------- part of such Purchaser necessary for the authorization, execution, delivery and performance of this Agreement have been taken. This Agreement has been duly and validly executed and delivered by such Purchaser and constitutes a valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms. The execution of this Agreement and the performance by such Purchaser of its obligations hereunder do not conflict with or violate any agreement to which such Purchaser is a party or any law applicable to such Purchaser. No consent of or filing with any third party, including governmental authorities (other than disclosure forms to be filed with governmental or regulatory agencies, including Schedule 13D and Form 4 filings), is required for such Purchaser to execute and deliver this Agreement and effect the transactions contemplated by this Agreement (without giving effect to any consents or filings which may be required as a result of the status or operations of the Sellers). c. Investment Representations. (i) Each Purchaser has such knowledge -------------------------- and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares, has independently evaluated the merits of purchasing the Shares and has made an informed, independent investment decision with respect thereto. Each Purchaser has been given the opportunity to examine all documents provided by, conduct due diligence and ask questions of, and to receive answers from, either the Seller or RSI and their respective representatives concerning the terms and conditions of an investment in the Shares. Each Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Act) thereof in violation of the Securities Act. Each Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Act or an exemption from such registration is available. Each Purchaser (except for Collignon and Anderson) is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission. (ii) In addition to the representations and agreements contained in c(i) above, each of Collignon and Anderson further represent and warrant that each is a senior officer and existing stockholder of RSI and as such is in a position and has access to sufficient information concerning RSI to make an informed decision with respect to an investment in the Shares. -3- Page 13 of 14 Pages 7. Binding Effect; Assignment. This Agreement is not assignable by --------------------------- either party, unless the prior written consent of the other parties hereto is obtained. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of each Purchaser under this Agreement, and to the benefit of such Purchaser and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement. 8. Counterparts. This Agreement may be executed in counterparts, ------------ each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. 9 . Governing Law. This Agreement shall be governed by the laws of -------------- the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. -4- Page 14 of 14 Pages IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above. QUOTA FUND, N.V. By: _______________________________________ Name: Title: By: _______________________________________ Wayne Collignon By: _______________________________________ Dirk Anderson GRANITE CAPITAL, L.P. By: _______________________________________ Name: Title: GENERATION CAPITAL ASSOC. By: _______________________________________ Name: Title: _______________________________________ William J. Hopke _______________________________________ Warren Palitz _______________________________________ Scott W. Ryant -5- -----END PRIVACY-ENHANCED MESSAGE-----