-----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, CgxHP/BPu9XovbgvP9DIpYfnAYpE6oYfI65uS3EvWSTfL1thsyyrnsz/cpwBgdRf YQ0j73LYeCqayLmo0cDuNg== 0000921530-98-000066.txt : 19980408 0000921530-98-000066.hdr.sgml : 19980408 ACCESSION NUMBER: 0000921530-98-000066 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980407 SROS: NASD GROUP MEMBERS: MR. GEORGE SOROS GROUP MEMBERS: MR. STANLEY F. DRUCKENMILLER GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: TIVADAR CHARITABLE LEAD TRUST U/A/D 9/30/82 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES SATELLITE BROADCASTING CO INC CENTRAL INDEX KEY: 0001004314 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 411407863 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46075 FILM NUMBER: 98589014 BUSINESS ADDRESS: STREET 1: 3415 UNIVERSITY AVENUE CITY: ST PAUL STATE: MN ZIP: 55114 BUSINESS PHONE: 6126454500 MAIL ADDRESS: STREET 1: 3415 UNIVERSITY AVENUE STREET 2: 3415 UNIVERSITY AVENUE CITY: ST PAUL STATE: MN ZIP: 55114 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 #3 TO SCH 13D RE USSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* UNITED STATES SATELLITE BROADCASTING COMPANY, INC. ------------------------------------------------- (Name of Issuer) Class A Common Stock, $.0001 Par Value -------------------------------------- (Title of Class of Securities) 912534104 ------------------- (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 31, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 13 Pages Page 2 of 13 Pages SCHEDULE 13D CUSIP No. 912534104 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. [_] 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 Cayman Islands 7 Sole Voting Power Number of 4,538,250 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,538,250 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,538,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 19.48% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 13 Pages SCHEDULE 13D CUSIP No. 912534104 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. [_] 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 4,538,250 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,538,250 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,538,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 19.48% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 13 Pages SCHEDULE 13D CUSIP No. 912534104 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. [_] 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 4,538,250 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,538,250 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,538,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 19.48% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 13 Pages SCHEDULE 13D CUSIP No. 9125234104 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 4,538,250 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,538,250 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,538,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 19.48% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 13 Pages SCHEDULE 13D CUSIP No. 912534104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mr. 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 4,538,250 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 4,538,250 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,538,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 19.48% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 13 Pages SCHEDULE 13D CUSIP No. 912534104 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 648,400 Shares Beneficially 8 Shared Voting Power Owned By 4,538,250 Each Reporting 9 Sole Dispositive Power Person 648,400 With 10 Shared Dispositive Power 4,538,250 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,186,650 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 22.27% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 13 Pages SCHEDULE 13D CUSIP No. 912534104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Tivadar Charitable Lead Trust u/a/d 9/30/82 By George Soros As Grantor 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 New York 7 Sole Voting Power Number of 1,353,400 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,353,400 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,353,400 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented By Amount in Row (11) 5.81% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 13 Pages This Amendment No. 3 to Schedule 13D relates to shares of Class A Common Stock, $.0001 par value per share (the "Shares"), of United States Satellite Broadcasting Co., Inc. (the "Issuer"). This Amendment No. 3 supplementally amends the initial statement on Schedule 13D dated June 6, 1996 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 as a result of the recent disposition of Shares of the Issuer, the number of Shares of which certain of the Reporting Persons may be deemed the beneficial owners has decreased by more than one percent of the total outstanding Shares. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 5. Interest in Securities of the Issuer. (a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed the beneficial owner of 4,538,250 Shares held for the account of QIP (approximately 19.48% of the total number of Shares outstanding). (ii) Mr. Druckenmiller may be deemed the beneficial owner of 5,186,650 Shares (approximately 22.27% of the total number of Shares outstanding). This number consists of (1) 4,538,250 Shares held for the account of QIP, (2) 175,900 Shares held for the personal account of Mr. Druckenmiller and (3) 472,500 Shares held for the account of Druck. (iii) Tivadar may be deemed the beneficial owner of the 1,353,400 Shares held for its account (approximately 5.81% of the total number of Shares outstanding). (b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of the QIP contract) may be deemed to have sole power to direct the voting and disposition of the 4,538,250 Shares held for the account of QIP. (ii) Each of Mr. Soros (as result of his position with SFM LLC) and Mr. Druckenmiller (as a result of his position with SFM LLC) may be deemed to have shared power to direct the voting and disposition of the 4,538,250 Shares held for the account of QIP. (iii) The power to direct the voting and disposition of the 1,353,400 Shares held for the account of Tivadar is vested in Mr. Neus and Mr. Gladstein, as the trustees of Tivadar. (iv) The power to direct the voting and disposition of the 472,500 Shares held for the account of Druck is vested in Mr. Druckenmiller, as the sole shareholder and director of Druck. (v) Mr. Druckenmiller has the sole power to vote and dispose of the 175,900 Shares held for his personal account. (c) Except as disclosed in Annex A hereto, all of which were effected in the over-the-counter market in routine brokerage transactions, there have been no transactions effected with respect to the Shares since March 20, 1998 (the date of filing of the last statement on Schedule 13D) by any of the Reporting Persons or Druck. Page 10 of 13 Pages (d) (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, securities, including the Shares, held for the account of QIP in accordance with their ownership interests in QIP. (ii) The beneficiaries of Tivadar, which include charitable donees and family members of Mr. Soros, have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Tivadar in accordance with the terms of the trust. (iii) Mr. Druckenmiller has the sole right to participate in the receipt of dividends from, or proceeds from the sale of, securities (including the Shares) held for his personal account. (iv) The shareholder of Druck, Mr. Druckenmiller, has the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held for the account of Druck in accordance with his ownership interest in Druck. (e) Not applicable. Each of SFM LLC and Mr. Soros expressly disclaims beneficial ownership of any Shares not held directly for the accounts of SFM Clients. Mr. Druckenmiller expressly disclaims beneficial ownership of any Shares not held directly for his personal account, the account of Druck or the accounts of SFM Clients. Each of QIP, QIHMI and QIH Management expressly disclaims beneficial ownership of any Shares not held directly for the account of QIP. Tivadar expressly disclaims beneficial ownership of any Shares not held directly for its account. Page 11 of 13 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: April 7, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., general partner By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Vice President QIH MANAGEMENT, INC. By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Vice President 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 Page 12 of 13 Pages STANLEY F. DRUCKENMILLER By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Attorney-in-Fact TIVADAR CHARITABLE LEAD TRUST By: /s/ Michael C. Neus ------------------------------- Michael C. Neus Trustee
Page 13 of 13 Pages ANNEX A RECENT TRANSACTIONS IN THE CLASS A COMMON STOCK OF UNITED STATES SATELLITE BROADCASTING CO., INC. Date of Nature of Number of Price Per For the Account of Transaction Transaction Shares Share - ------------------ ----------- ----------- --------- --------- QIP/1/ 3/20/98 SALE 41,600 9.4600 3/23/98 SALE 34,700 9.0600 3/24/98 SALE 41,600 9.1250 3/26/98 SALE 13,900 9.2600 3/27/98 SALE 13,900 9.2500 3/27/98 SALE 700 9.2500 3/30/98 SALE 3,500 9.2500 3/31/98 SALE 36,500 9.2500 3/31/98 SALE 27,800 9.2500 4/1/98 SALE 8,300 9.2500 4/6/98 SALE 17,300 9.6250 4/6/98 SALE 1,300 9.7500 Druck 3/20/98 SALE 6,000 9.4600 3/23/98 SALE 4,900 9.0600 3/24/98 SALE 6,000 9.1250 3/26/98 SALE 2,000 9.2600 3/27/98 SALE 2,000 9.2500 3/27/98 SALE 100 9.2500 3/30/98 SALE 500 9.2500 3/31/98 SALE 5,300 9.2500 3/31/98 SALE 3,900 9.2500 4/1/98 SALE 1,200 9.2500 4/6/98 SALE 2,500 9.6250 4/6/98 SALE 300 9.7500 Tivadar 3/20/98 SALE 12,400 9.4600 3/23/98 SALE 10,400 9.0600 3/24/98 SALE 12,400 9.1250 3/26/98 SALE 4,100 9.2600 3/27/98 SALE 4,100 9.2500 3/27/98 SALE 200 9.2500 3/30/98 SALE 1,000 9.2500 3/31/98 SALE 10,800 9.2500 4/1/98 SALE 2,500 9.2500 4/6/98 SALE 5,200 9.6250 4/6/98 SALE 400 9.7500 - -------- /1/ All of these transactions were effected at the direction of SFM LLC.
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