-----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, PRIhpzFUx3C4kQ+jfvVjp1fCsSHpAuawUUMI719AK4swxA7yykHfunnOm7dwfAhw 7+QNCVuSAYkCC6syt+ngDg== 0000921530-98-000022.txt : 19980218 0000921530-98-000022.hdr.sgml : 19980218 ACCESSION NUMBER: 0000921530-98-000022 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980217 SROS: NASD GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS CAPITAL COINVESTMENT PARTNERS LLC GROUP MEMBERS: SOROS CAPITAL, L.P. GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESAT TELECOM GROUP PLC CENTRAL INDEX KEY: 0001042797 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53159 FILM NUMBER: 98543685 BUSINESS ADDRESS: STREET 1: NORTH BLCOK MALT HOUSE STREET 2: GRAND CANAL QUAY CITY: DUBLIN 2 IRELAND STATE: L3 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 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 SCHEDULE 13G RE ESAT TELECOM GROUP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* ESAT TELECOM GROUP PLC -------------------------------------------------- (Name of Issuer) Ordinary Shares, IR(pound)0.01p Par Value -------------------------------------------------- (Title of Class of Securities) 26883Y102 ----------------------- (CUSIP Number) *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 16 Pages Exhibit Index: Page 12 SCHEDULE 13G CUSIP No. 26883Y102 Page 2 of 16 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Soros Capital, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization BERMUDA 5 Sole Voting Power Number of 1,796,077 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,796,077 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,796,077 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 5.17% 12 Type of Reporting Person* PN SCHEDULE 13G CUSIP No. 26883Y102 Page 3 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,796,077 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,796,077 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,796,077 10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (11) 5.17% 12 Type of Reporting Person* OO; IA SCHEDULE 13G CUSIP No. 26883Y102 Page 4 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,796,077 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,796,077 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,796,077 10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (11) 5.17% 12 Type of Reporting Person* IA SCHEDULE 13G CUSIP No. 26883Y102 Page 5 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) 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 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,796,077 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,796,077 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,796,077 10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (11) 5.17% 12 Type of Reporting Person* IA Y SCHEDULE 13G CUSIP No. 26883Y102 Page 6 of 16 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons (ENTITIES ONLY) Soros Capital Coinvestment Partners LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 375,460 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 375,460 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 375,460 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [x] 11 Percent of Class Represented By Amount in Row (9) 1.08% 12 Type of Reporting Person* OO Page 7 of 16 Item 1(a) Name of Issuer: Esat Telecom Group plc (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: North Block, Malt House, Grand Canal Quay, Dublin 2, Ireland Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Capital, L.P., a Bermuda limited partnership ("Soros Capital"); ii) Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"); iii) Mr. George Soros ("Mr. Soros"); iv) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and v) Soros Capital Coinvestment Partners LLC, a Delaware limited liability company ("SCCP"). Mr. Steven Gilbert ("Mr. Gilbert") is the managing general partner of Soros Capital. Notwithstanding Mr. Gilbert's position as the managing general partner of Soros Capital, Mr. Gilbert has agreed with SFM LLC that Soros Capital will follow the instructions of SFM LLC with respect to investment decisions involving the Shares (as defined below). Mr. Soros is the Chairman of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager of SFM LLC. Mr. Soros, Mr. Gilbert and various entities associated with one or both of them, may have an interest in the Shares held for the account of SCCP. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Soros Capital is Richmond House, 12 Par-La-Ville Road, Hamilton, HMDX, Bermuda. The address of the principal business office of each of SFM LLC, Mr. Soros, Mr. Druckenmiller and SCCP is 888 Seventh Avenue, 33rd Floor, New York, NY 10106. Item 2(c) Citizenship: i) Soros Capital is a Bermuda limited partnership; ii) SFM LLC is a Delaware limited liability company; iii) Mr. Soros is a United States citizen; iv) Mr. Druckenmiller is a United States citizen; and Page 8 of 16 v) SCCP is a Delaware limited liability company. Item 2(d) Title of Class of Securities: Ordinary Shares, IR(pound)0.01p par value (the "Shares"). Item 2(e) CUSIP Number: 26883Y102 Item3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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, 1997, the number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons was as follows: i) Each of Soros Capital, SFM LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have been the beneficial owner of the 1,796,077 Shares held for the account of Soros Capital. ii) SCCP may be deemed to have been the beneficial owner of the 375,460 Shares held for its account. Item 4(b) Percent of Class: i) The number of Shares which may be deemed to have been beneficially owned by each of Soros Capital, SFM LLC, Mr. Soros and Mr. Druckenmiller constitutes approximately 5.17% of the total number of Shares outstanding. ii) The number of Shares which may be deemed to have been beneficially owned by SCCP constitutes approximately 1.08% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person had: Soros Capital ------------- (i) Sole power to vote or to direct the vote: 1,796,077 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,796,077 (iv) Shared power to dispose or to direct the disposition of: 0 Page 9 of 16 SFM LLC ------- (i) Sole power to vote or to direct the vote: 1,796,077 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,796,077 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. Soros --------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,796,077 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,796,077 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,796,077 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,796,077 SCCP ---- (i) Sole power to vote or to direct the vote: 375,460 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 375,460 (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: This Item 6 is not applicable. Page 10 of 16 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 11 of 16 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 13, 1998 SOROS CAPITAL, L.P. By: Steven J. Gilbert Managing General Partner By: /S/ JOHN D. MCEVOY ---------------------------------- John D. McEvoy Attorney-in-Fact Date: February 13, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant General Counsel Date: February 13, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 SOROS CAPITAL COINVESTMENT PARTNERS LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Manager Page 12 of 16 EXHIBIT INDEX Page No. -------- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus............................................. 13 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.................................. 14 C. Power of Attorney dated as of June 7, 1996 granted by Steven J. Gilbert in favor of Richard W. Gaenzle and John D. McEvoy.................................................. 15 D. Joint Filing Agreement dated February 13, 1998 by and among Soros Capital, L.P., Soros Fund Management LLC, Mr. George Soros, Mr. Stanley F. Druckenmiller and Soros Capital Coinvestment Partners LLC......................... 16 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 13 of 16 EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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, 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(f) 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. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. 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 1st day of January, 1997. /s/ George Soros -------------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 14 of 16 EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, 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 Lead Portfolio Manager of, member of or in other capacities with Soros Fund Management 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 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(f) 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. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. 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 1st day of January, 1997. /s/ Stanley F. Druckenmiller --------------------------------- STANLEY F. DRUCKENMILLER EX-24 4 EXHIBIT C - POWER OF ATTORNEY Page 15 of 16 EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, STEVEN J. GILBERT, hereby make, constitute and appoint RICHARD W. GAENZLE and JOHN D. McEVOY, acting singly and not jointly, as my agents and attorneys in fact for the purpose of executing in my name, in my personal capacity or in my capacity as a general partner of Soros Capital L.P., 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, al 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(f) 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. All past acts of the attorneys in fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument this 7th day of June, 1996. /s/ Steven J. Gilbert ---------------------------- STEVEN J. GILBERT EX-99.D 5 EXHIBIT D - JOINT FILING AGREEMENT Page 16 of 16 EXHIBIT D JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Esat Telecom Group plc dated February 13, 1998 is, and any amendments thereto 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(f) under the Securities Exchange Act of 1934. Date: February 13, 1998 SOROS CAPITAL, L.P. By: Steven J. Gilbert Managing General Partner By: /S/ JOHN D. MCEVOY ---------------------------------- John D. McEvoy Attorney-in-Fact Date: February 13, 1998 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Assistant General Counsel Date: February 13, 1998 GEORGE SOROS By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Attorney-in-Fact Date: February 13, 1998 SOROS CAPITAL COINVESTMENT PARTNERS LLC By: /S/ MICHAEL C. NEUS ---------------------------------- Michael C. Neus Manager -----END PRIVACY-ENHANCED MESSAGE-----