-----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, RBk4QovHojf1BvveDWqfJOCAkhyvj1xwWnDczzQ5ngxcf2FegP7JiDujZuS4QEUz pYyDCRAGLh+XUMft2E+YhA== 0000921530-98-000047.txt : 19980309 0000921530-98-000047.hdr.sgml : 19980309 ACCESSION NUMBER: 0000921530-98-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980306 SROS: NASD GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS CAPITAL, L.P. GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UROMED CORP CENTRAL INDEX KEY: 0000917821 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 043104185 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45215 FILM NUMBER: 98559578 BUSINESS ADDRESS: STREET 1: 64 A STREET CITY: NEEDHAM STATE: MA ZIP: 02194 BUSINESS PHONE: 6174330033 MAIL ADDRESS: STREET 1: 64 A ST. CITY: NEEDHAM STATE: MA ZIP: 02194 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. 4 TO SCH 13D RE UROMED CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* UROMED CORPORATION ------------------------------ (Name of Issuer) Common Stock, No Par Value ------------------------------ (Title of Class of Securities) 917274102 ------------------ (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) March 4, 1998 ------------------- (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 8 Pages Page 2 of 8 Pages SCHEDULE 13D CUSIP No. 917274102 1 Name of Reporting Person 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 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 Bermuda 7 Sole Voting Power Number of 1,330,254 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,330,254 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,330,254 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.99% 14 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 Pages SCHEDULE 13D CUSIP No. 917274102 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 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 1,330,254 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,330,254 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,330,254 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.99% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages SCHEDULE 13D CUSIP No. 917274102 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 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 1,330,254 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,330,254 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,330,254 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.99% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 8 Pages SCHEDULE 13D CUSIP No. 917274102 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 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 1,330,254 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 1,330,254 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,330,254 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 4.99% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 8 Pages This Amendment No. 4 to Schedule 13D relates to shares of Common Stock, no par value (the "Shares"), of UroMed Corporation (the "Issuer"). This Amendment No. 4 supplementally amends the initial statement on Schedule 13D dated April 15, 1994 and all amendments thereto (collectively, the "Initial Statement") filed by one of the Reporting Persons (as defined herein). This Amendment No. 4 is being filed to report that as a result of a recent disposition of Shares, the Reporting Persons may no longer be deemed the beneficial owners of five percent or more of the outstanding Shares of the Issuer. Capitalized terms used herein but not defined herein shall have the meanings given 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 Soros Capital L.P., a Bermuda limited partnership ("Soros Capital"), Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller, and together with Soros Capital, SFM LLC and Mr. Soros, the "Reporting Persons"). This Statement relates to Shares held for the account of Soros Capital. 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 the 1,330,254 Shares held for the account of Soros Capital (approximately 4.99% of the total number of Shares outstanding). (b) (i) Pursuant to the agreement between Mr. Steven Gilbert ("Mr. Gilbert"), the managing general partner of Soros Capital, and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and disposition of the 1,330,254 Shares held for the account of Soros Capital. (ii) Pursuant to the agreement between Mr. Gilbert and SFM LLC and as a result of the positions held by Mr. Soros and Mr. Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be deemed to have shared power to direct the voting and disposition of the 1,330,254 Shares held for the account of Soros Capital. (c) Except for the sale of 50,000 Shares at a price of $2.61 per Share on March 4, 1998 and for the sale of 2,000 Shares at a price of $2.61 per Share on March 5, 1998, which were executed in routine brokerage transactions on the over-the-counter market, there have been no transactions effected with respect to the Shares since January 5, 1998 (60 days prior to the date hereof) by any of the Reporting Persons. (d) The partners of Soros Capital have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities held by Soros Capital (including the Shares) in accordance with their share partnership interests in Soros Capital. (e) Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on March 4, 1998. Page 7 of 8 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: March 6, 1998 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 SOROS CAPITAL, L.P. By: /S/ JOHN MCEVOY ---------------------------------- John McEvoy Attorney-in-Fact Page 8 of 8 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 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 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. -----END PRIVACY-ENHANCED MESSAGE-----