-----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, SM/KW8u4Li/lk2Y37aPkUG9Fyomr2vE/dFL3XiKktNryv0NthqLc6Hxdq3qFxJPC Wo7wZYy3UI0+SM1LcIdnug== 0000921530-98-000075.txt : 19980511 0000921530-98-000075.hdr.sgml : 19980511 ACCESSION NUMBER: 0000921530-98-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980508 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: 98614533 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 #4 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. 4)* 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) April 30, 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 14 Pages Page 2 of 14 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 251,150 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 251,150 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 1.08% 14 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 14 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 251,150 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 251,150 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 1.08% 14 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 14 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 251,150 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 251,150 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 1.08% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 14 Pages SCHEDULE 13D CUSIP No. 912534104 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 251,150 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 251,150 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 1.08% 14 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 14 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 251,150 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 251,150 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,150 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 1.08% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 14 Pages SCHEDULE 13D CUSIP No. 912534104 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mr. 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 36,100 Shares Beneficially 8 Shared Voting Power Owned By 251,150 Each Reporting 9 Sole Dispositive Power Person 36,100 With 10 Shared Dispositive Power 251,150 11 Aggregate Amount Beneficially Owned by Each Reporting Person 287,250 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 1.23% 14 Type of Reporting Person* IA; IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 14 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 74,850 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 74,850 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 74,850 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [X] 13 Percent of Class Represented By Amount in Row (11) 0.32% 14 Type of Reporting Person* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 14 Pages This Amendment No. 4 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. 4 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. 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. 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) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may be deemed the beneficial owner of 251,150 Shares held for the account of QIP (approximately 1.08% of the total number of Shares outstanding). (ii) Mr. Druckenmiller may be deemed the beneficial owner of 287,250 Shares (approximately 1.23% of the total number of Shares outstanding). This number consists of (1) 251,150 Shares held for the account of QIP and (2) 36,100 Shares held for the personal account of Mr. Druckenmiller. (iii) Tivadar may be deemed the beneficial owner of the 74,850 Shares held for its account (approximately 0.32% 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 251,150 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 251,150 Shares held for the account of QIP. (iii) The power to direct the voting and disposition of the 74,850 Shares held for the account of Tivadar is vested in Mr. Neus and Mr. Gladstein, as the trustees of Tivadar. (iv) Mr. Druckenmiller has the sole power to vote and dispose of the 36,100 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 Page 10 of 14 Pages been no transactions effected with respect to the Shares since April 7, 1998 (the date of filing of the last statement on Schedule 13D) by any of the Reporting Persons. (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 shares held for his personal account. (e) Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the total number of Shares on April 30, 1998. 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 or the accounts of the 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 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: May 8, 1998 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., general partner By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Vice President QIH MANAGEMENT, INC. By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Vice President SOROS FUND MANAGEMENT LLC By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Managing Director GEORGE SOROS By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact Page 12 of 14 Pages STANLEY F. DRUCKENMILLER By: /S/ SEAN C. WARREN ---------------------------------- Sean C. Warren Attorney-in-Fact TIVADAR CHARITABLE LEAD TRUST By: /S/ GARY GLADSTEIN ---------------------------------- Gary Gladstein Trustee Page 13 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 L. Kevin Dann 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 Frank Sica 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 Person's knowledge, during the past five years, none of the above-listed persons has been (i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a result of which any such persons has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. 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 14 of 14 Pages ANNEX B 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/ 4/7/98 SALE 17,400 9.5938 4/7/98 SALE 6,900 9.3125 4/13/98 SALE 5,500 9.2500 4/14/98 SALE 25,500 9.2837 4/14/98 SALE 6,900 9.3519 4/15/98 SALE 47,100 9.4080 4/16/98 SALE 300 9.3750 4/16/98 SALE 3,500 9.3750 4/20/98 SALE 10,000 9.2500 4/30/98 SALE 4,164,000 8.5000 Druck 4/7/98 SALE 2,400 9.5938 4/7/98 SALE 1,100 9.3125 4/13/98 SALE 900 9.2500 4/14/98 SALE 3,900 9.2837 4/14/98 SALE 1,100 9.3519 4/15/98 SALE 6,800 9.4080 4/16/98 SALE 100 9.3750 4/16/98 SALE 500 9.3750 4/20/98 SALE 1,500 9.2500 4/30/98 SALE 454,200 8.5000 Tivadar 4/7/98 SALE 5,200 9.5938 4/7/98 SALE 2,000 9.3125 4/13/98 SALE 1,600 9.2500 4/14/98 SALE 7,650 9.2837 4/14/98 SALE 2,000 9.3519 4/15/98 SALE 14,000 9.4080 4/16/98 SALE 100 9.3750 4/16/98 SALE 1,000 9.3750 4/20/98 SALE 3,000 9.2500 4/30/98 SALE 1,242,000 8.5000 Mr. Druckenmiller 4/30/98 SALE 139,800 8.5000 - -------- /1/ All of these transactions were effected at the direction of SFM LLC.
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