-----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, Akt94aoSwp/8rpYUuwQzPWp6kC3qIRIbkC0gMZR4UXu82A6o3LOhvfLeyd1uMUUy 7JATop9CoTiYsfnx3Q/rUA== 0000921530-96-000045.txt : 19960910 0000921530-96-000045.hdr.sgml : 19960910 ACCESSION NUMBER: 0000921530-96-000045 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960909 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY INDUSTRIES INC /CA/ CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 953702929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36516 FILM NUMBER: 96627679 BUSINESS ADDRESS: STREET 1: 101-01 FOSTER AVENUE CITY: BROOKLYN STATE: NY ZIP: 11236 BUSINESS PHONE: 7182729700 MAIL ADDRESS: STREET 1: 101-01 FOSTER AVENUE CITY: BROOKLYN STATE: NY ZIP: 11236 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS GEORGE CENTRAL INDEX KEY: 0000900203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 212-262--6 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13D 1 GATEWAY INDUSTRIES INC'S 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GATEWAY INDUSTRIES, INC. ----------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value Per Share ---------------------------------------------- (Title of Class of Securities) 3679595105 ------------------------ (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 (212) 872-1000 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 29, 1996 ------------------------- (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 [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) 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 9 Pages Exhibit Index: Page 8 SCHEDULE 13D CUSIP No. 367595105 Page 2 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in his capacity as the sole proprietor of Soros Fund Management) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* AF 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 827,716(1) 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 22.97% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------- (1) See Item 5. Page 3 of 9 Pages Item 1. Security and Issuer. This statement on Schedule 13D relates to shares of common stock, par value $.001 per share (the "Shares"), of Gateway Industries, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 101-01 Foster Avenue, Brooklyn, New York 11236. This statement on Schedule 13D is being filed by the Reporting Person (as defined below) to report recent acquisitions of Shares for the account of Quota Fund N.V., a Netherlands Antilles investment corporation ("Quota"), as a result of which the Reporting Person may be deemed the beneficial owner of more than 5% of the outstanding Shares. Item 2. Identity and Background. This statement is being filed on behalf of Mr. George Soros (the "Reporting Person") in his capacity as the sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM"). This statement on Schedule 13D relates to Shares held for the account of Quota, which has granted investment discretion to SFM pursuant to an investment advisory contract. SFM is a sole proprietorship of which the Reporting Person is the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment advisor to several foreign investment companies (the "SFM Clients"), including Quota. Quota has its principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM's contracts with SFM Clients generally provide that SFM is responsible for designing and implementing the SFM Clients' overall investment strategy; for conducting direct portfolio management strategies to the extent that SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisors who manage separate portfolios on behalf of the SFM Clients; and for allocating and reallocating the SFM Clients' assets among the outside managers and itself. The principal occupation of the Reporting Person, a United States citizen, is his direction of the activities of SFM, which is carried out in his capacity as the sole proprietor of SFM at SFM's principal office. Information concerning the identity and background of the Managing Directors of SFM is set forth in Annex A hereto and incorporated by reference in response to this Item 2. Pursuant to regulations promulgated under Section 13(d) of the Act, and notwithstanding that none of the Reporting Person, SFM or Quota currently exercises voting or dispositive power over the securities of the Issuer held for the account of Quota, the Reporting Person (as the sole proprietor and the person ultimately in control of SFM) may be deemed a beneficial owner of securities, including the securities of the Issuer held for the account of Quota, as a result of the contractual authority of SFM to acquire voting and dispositive power with regard to the securities of the Issuer held for the account of Quota. During the past five years, none of the Reporting Person, Quota and, to the best of the Reporting Person's knowledge, any other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he 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 violation with respect to such laws. Page 4 of 9 Pages Item 3. Source and Amount of Funds or Other Consideration. SFM, on behalf of Quota, has granted investment discretion over certain funds of Quota to Steel Partners Services, Ltd., a New York corporation ("Services"), pursuant to an investment advisory contract between Quota and Services (the "Services Contract"). The Shares reported herein as being held for the account of Quota were acquired at the direction of Services. Services has informed the Reporting Person that it expended an aggregate of approximately $1,750,500 of the funds it manages for Quota to purchase the Shares acquired for the account of Quota during the 60 days prior to the date hereof. The Shares held for the account of Quota may be held through margin accounts maintained with brokers, which extend margin credit to Quota as and when required to open or carry positions in its margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. The positions which may be held in margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts. Item 4. Purpose of Transaction. All of the Shares reported herein as having been acquired for the account of Quota were acquired for investment purposes. Neither the Reporting Person, nor, to the best of his knowledge, any of the other individuals identified in response to Item 2, has any plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire additional securities of the Issuer, to dispose of such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of SFM Clients, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) As a consequence of SFM's ability to terminate the Services Contract with respect to all investments made for the account of Quota at the direction of Services, including but not limited to those involving the Shares, and acquire the voting and dispositive power held by Services with respect to the Shares, notwithstanding that neither SFM nor Quota currently exercises voting or dispositive power over the Shares, the Reporting Person may be deemed to be the beneficial owner of 827,716 Shares (approximately 22.97% of the total number of outstanding Shares). The Reporting Person expressly disclaims membership in any group, within the meaning of Section 13(d)(3) of the Act. The Reporting Person also expressly disclaims beneficial ownership of any Shares not held for the account of Quota. (b) The power to direct the voting and disposition of the Shares held for the account of Quota currently is vested in Services pursuant to the Services Contract. SFM has the contractual authority on behalf of Quota to terminate the Services Contract and, as a result, the Reporting Person may be deemed to have the ability to acquire the voting and dispositive power held by Services with respect to the 827,716 Shares held for the account of Quota. (c) Services has informed the Reporting Person that on August 29, 1996 it acquired 778,000 Shares for the account of Quota pursuant to a rights offering of the Issuer (the "Rights Offering"). The Rights Offering entitled Page 5 of 9 Pages holders of record of each Share to transferable subscription rights to purchase three additional Shares at $2.25 per Share (the "Basic Subscription Privilege"). In addition, pursuant to the terms of the Rights Offering, holders who exercised their Basic Subscription Privilege were entitled to subscribe for additional unissued Shares remaining after satisfaction of all subscriptions pursuant to the Basic Subscription Privilege (the "Oversubscription Privilege"). Services has informed the Reporting Person that of the 778,000 Shares acquired on August 29,1996 for the account of Quota, 149,148 were acquired pursuant to the Basic Subscription Privilege and 628,852 were acquired pursuant to the Oversubscription Privilege. Other than the transactions described above, there have been no transactions with respect to the Shares since July 11, 1996 (60 days prior to the date hereof) by Quota, the Reporting Person, or to the best of the Reporting Person's knowledge, any other person mentioned in Item 2. (d) The shareholders of Quota have the right to participate in the receipt of dividends from, or proceeds from the sale of, securities, including the Shares, held by Quota in accordance with their ownership interests in Quota. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings in Relationship with Respect to Securities of the Issuer. From time to time, the Reporting Person and/or Quota may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender and typically provide that the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan. From time to time to the extent permitted by applicable laws, Quota or other SFM Clients may borrow securities, including the Shares, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short positions in such securities. Except as disclosed above, the Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. (a) Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean C. Warren. Page 6 of 9 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: September 9, 1996 GEORGE SOROS By: /S/ SEAN C. WARREN ----------------------------- Sean C. Warren Attorney-in-Fact Page 7 of 9 Pages ANNEX A The following is a list of all of the persons who serve as Managing Directors of Soros Fund Management ("SFM"): Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Elizabeth Larson 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, and each has a business address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106. 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. Page 8 of 9 Pages INDEX OF EXHIBITS EXHIBIT PAGE A Power of Attorney dated April 16, 1996 granted by Mr. George Soros in favor of Mr. Sean C. Warren. 9 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 9 of 9 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of executing in my name, in my personal capacity or in my capacity as sole proprietor of Soros Fund Management, 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 this 16th of April, 1996. /S/ GEORGE SOROS -------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----