-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aWj/Y/KQWAW8C9ngR2eIaYZlTh2VG+FJNewWh2DHgVxJnBDCXlP3ftjP4a+ABZbg p5ln/ex6cp6JHm+PT+B9Yw== 0000950116-95-000101.txt : 19950415 0000950116-95-000101.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950116-95-000101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950413 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL FUNDING CORP CENTRAL INDEX KEY: 0000857067 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 931013278 STATE OF INCORPORATION: OR FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40949 FILM NUMBER: 95528504 BUSINESS ADDRESS: STREET 1: 2121 S W BROADWAY STE 200 CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032282111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE PARTNERS CENTRAL INDEX KEY: 0000939318 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133745262 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-827-6757 SC 13D/A 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT No. 4 to SCHEDULE 13D Under the Securities Exchange Act of 1934 INDUSTRIAL FUNDING CORP. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, No Par Value - ------------------------------------------------------------------------------- (Title of Class of Securities) 456156108 - ------------------------------------------------------------------------------- (CUSIP NUMBER) FIR TREE PARTNERS 1211 Avenue of the Americas 29th Floor New York, New York 10031 Tel. No.: (212) 827-6757 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Michael G. Tannenbaum, Esq. Newman Tannenbaum Helpern Syracuse & Hirschtritt 900 Third Avenue - 13th Floor New York, New York 10022 (212) 826-0800 April 3, 1995 - ------------------------------------------------------------------------------- (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 / / The information required in 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, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page ___ of ___ Pages 2 CUSIP No. 456156108 13D Page of Pages ----------- ----- ----- ------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fir Tree Partners ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS* WC, 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 USA ------------------------------------------------------------------- 7. SOLE VOTING POWER 1,386,887 shares of Class A Common Stock 5,625,000 shares of Class B Common Stock (convertible into Class A) ----------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 1,386,887 shares of Class A Common Stock PERSON 5,625,000 shares of Class B Common Stock WITH (convertible into Class A) ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,011,887 (includes 5,625,000 shares of Class B Common Stock) ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93.5% ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO ------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 CUSIP No. 456156108 13D Page of Pages ----------- ----- ----- ------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George Soros (doing business as Soros Fund Management) ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | (b) | | ------------------------------------------------------------------- 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 USA ------------------------------------------------------------------- 7. SOLE VOTING POWER 0 ----------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,426,105 (includes 1,292,500 shares of Class B Common Stock) ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | | ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45% ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN, IA ------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 4 AMENDMENT NO.4 TO SCHEDULE 13D This Amendment No. 4 ("Amendment No. 4") to Schedule 13D is being filed on behalf of Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners ("Fir Tree Partners") as a further amendment to the initial statement on Schedule 13D, relating to the Class A Common Stock of Industrial Funding Corp. (the "Issuer"), filed with the Securities and Exchange Commission on January 19, 1994, as heretofore amended (the "Initial Statement"). This Amendment No. 4 relates to additional shares of Class A Common Stock of the Issuer acquired by Fir Tree Partners for the account of the Fir Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum") is the general partner. Amendment No. 4 also relates to shares of Class B Common Stock, which is convertible into Class A Common Stock, of the Issuer acquired by Fir Tree Partners for the account of the Fir Tree Value Fund, Fir Tree Industrial, L.P. ("Fir Tree Industrial"), of which Fir Tree Industrial, L.L.C. is the general partner, and by Mr. Tannenbaum for the account of Quota Fund N.V. ("Quota"), a foreign investment company for which Soros Fund Management acts as the principal asset manager. Amendment No. 4 also includes the purchase of Class B Common Stock for a private account for which Fir Tree Partners serves as trading advisor. Item 1. Security and Issuer Security: Class A Common Stock, no par value Issuer: Industrial Funding Corp. 2121 S.W. Broadway Suite 200 Portland, Oregon 97201 Tel. No. (503) 228-2111 Item 2. Identity and Background Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners, provides investment management services to private individuals and institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Fir Tree Partners has not been convicted in a criminal proceeding during the last five years. Fir Tree Partners is not, and during the past five years was not, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof, subject to any 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. Mr. Tannenbaum is the sole shareholder and principal of Fir Tree Partners. Mr. Tannenbaum's principal occupation is investment management and he is a United States citizen. His business address is 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Page___of___Pages 5 During the past five years, Mr. Tannenbaum has not 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 any 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. This statement is also being filed on behalf of Mr. George Soros ("Mr. Soros") in his capacity as sole proprietor of an investment advisory firm conducting business under the name Soros Fund Management ("SFM") (Mr. Tannenbaum and Mr. Soros may be referred to herein as the "Reporting Persons"). In addition to Fir Tree Partners, the statement also relates to shares of Class A Common Stock and Class B Common Stock acquired by Mr. Tannenbaum for the account of Quota pursuant to an investment advisory contract which vests discretionary authority in SFM, which authority has been further delegated with respect to a portion of Quota's portfolio pursuant to an investment management contract between Quota and Mr. Tannenbaum. Information contained herein with respect to each Reporting Person has been provided by such Reporting Person and no other Reporting Person is responsible for the accuracy and completeness of such information. SFM is a sole proprietorship of which Mr. Soros is the sole proprietor. It has its principal office at 888 Seventh Avenue, New York, New York 10106. Its sole business is to serve, pursuant to contract, as the principal investment manager or asset manager to several foreign investment companies, including Quota. SFM's contracts with its clients generally provide that SFM is responsible for designing and implementing the client's overall investment strategy; for conducting direct portfolio management strategies to the extent SFM determines that it is appropriate to utilize its own portfolio management capabilities; for selecting, evaluating and monitoring other investment advisers who manage separate portfolios on behalf of the client; and for allocating and re-allocating the client's assets among them and itself. Pursuant to regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Soros (as the sole proprietor and the person ultimately in control of SFM) may be deemed a "beneficial owner" of securities, including the shares of Class A Common Stock and Class B Common Stock to the extent described in Item 5(b) below, held for the account of Quota as a result of the contractual authority of SFM to exercise investment discretion with respect to such securities. The principal occupation of Mr. Soros, a U.S. 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. During the past five years, Mr. Soros has not 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___of___Pages 6 Item 3. Source and Amount of Funds Fir Tree Partners, through the Fir Tree Value Fund, invested an additional $48,420 in Class A Common Stock of the Issuer as described in Item 5 below, for a total investment of $2,178,652 for the Fir Tree Value Fund. The source of these additional funds was the working capital of the Fir Tree Value Fund. Fir Tree Partners, through Fir Tree Industrial, invested $6,270,000 in Class B Common Stock of the Issuer as described in Item 5 below. Fir Tree Partners, though Fir Tree Value Fund, invested $2,250,000 in Class B Common Stock of the Issuer as described in Item 5 below. The funds used for the acquisition of Class B Common Stock purchased on behalf of Quota came from the working capital of Quota. The aggregate amount of the investment in Class B Common Stock for the account of Quota was $2,585,000. The funds used for the acquisition of Class B Common Stock purchased on behalf of the private account came from the working capital of such private account. The amount of the investment in Class B Common Stock for such private account was $145,000. Item 4. Purpose of the Transaction Fir Tree Partners acquired all of the shares of Class A Common Stock and Class B Common Stock reported in Item 5(c) hereof as having been acquired since the last reported acquisition (1/31/95), as reported in Amendment No. 3, for portfolio investment purposes, and does not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. Fir Tree Partners reserves the right to acquire, or dispose of, additional securities of the Issuer or any of its securities in the ordinary course of business, to the extent deemed advisable in light of Fir Tree's general investment and trading policies, market conditions or other factors. The Issuer may from time to time contact large shareholders with a view towards discussing the acquisition of their shares. Other than as described above, Fir Tree Partners does not have plans or proposals which would result in any of the following: 1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries, although the Issuer has reported in its 1994 Form 10-K the consideration of a plan of liquidation; 2) any sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; 3) any change in the present board of directors or managers of the issuer; 4) any material change in the present capitalization or dividend policy of the Issuer; 5) any other material change in the Issuer's business or corporate structure; Page___of___Pages 7 6) any change in the issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 7) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; 8) causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or 9) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) Fir Tree Partners is the beneficial owner of 7,011,887 shares of Class A Common Stock, or 93.5% shares of the shares outstanding. This amount includes 1,386,887 shares of Class A Common Stock and 5,625,000 shares of the Issuer's Class B Common Stock, which may be converted at any time into shares of Class A Common Stock at a ratio of one share of Class A Common Stock for one share of Class B Common Stock. The Class B Common Stock is entitled to ten votes per share. Of the 1,386,887 shares of Class A Common Stock described above, (i) 133,605 are beneficially owned by Fir Tree Partners in its capacity as trading advisor for the institutional account of Quota and (ii) 1,253,282 shares are beneficially owned by Fir Tree Partners for the account of the Fir Tree Value Fund. As stated above, Fir Tree Partners is the beneficial owner of 5,625,000 (100.0%) shares of Class B Common Stock of the Issuer. Of the 5,625,000 shares described above: (i) 3,135,000 are beneficially owned by Fir Tree Partners for the account of Fir Tree Industrial; (ii) 1,125,000 are beneficially owned by Fir Tree Partners for the account of the Fir Tree Value Fund; (iii) 1,292,500 are beneficially owned by Fir Tree Partners, through Mr. Tannenbaum's capacity as trading advisor for Quota; and (iv) 72,500 shares are beneficially owned by Fir Tree Partners in its capacity as trading advisor for the private account. The number of shares beneficially owned by the Fir Tree Partners, and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Exchange Act. The percentage of ownership of Fir Tree Partners on April 3, 1995 is based on 1,875,000 outstanding shares of Class A Common Stock and 5,625,000 outstanding shares of Class B Common Stock as reported in the Issuer's Annual Report on Form 10-K for the year ended November 30, 1994 (the Form 10-K was amended to correct an error in the number of shares of Class B Common Stock). (b) Fir Tree Partners has the sole power to vote and dispose of the shares of Class A and Class B Common Stock held for the institutional account. SFM may be deemed to have the authority on behalf of Quota to acquire the voting and dispositive power held by Fir Tree Partners with respect to the 133,605 shares of Class A Common Stock and 1,292,500 shares of Class B Common Stock by means of termination of the investment management agreement with Mr. Tannenbaum relating to Quota. Page___of___Pages 8 (c) The transactions in the Issuer's securities by Fir Tree Partners since the last reported acquisition (1/31/95), as reported in Amendment No. 3 to the Initial Statement, are listed as Annex B attached hereto and made apart hereof. The Class B Common Stock was purchased from IFC Holdings, Inc. and 20,250 shares of the Class A Common Stock were purchased from a former director of the Issuer. The remaining shares were purchased in the NASDAQ over-the-counter market. (d) The shareholders of Quota have the right to participate in the receipt of dividends from, or proceeds from the sale of securities held on behalf of Quota (including the shares of Class A Common Stock and Class B Common Stock) in accordance with their respective share ownership interests in Quota. The principal office of Quota, a Netherlands Antilles corporation, is located at Kaya Flamboyan 9, Curacao, Netherlands Antilles. During the past five years, Quota has not been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which it 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. Current information concerning the identity and background of the directors and officers of Quota is set forth in Annex C hereto, which is incorporated herein by reference. (e) Not Applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable. Item 7. Material to be Filed as Exhibits Exhibit A. Agreement of Joint Filing (filed as Exhibit A to the Initial Statement and incorporated herein by reference to the Initial Statement). Page ___ of ___ Pages 9 ANNEX A The following is a list of the persons who serve as Managing Directors of Soros Fund Management ("SFM") Scott K. H. Bessent Walter Burlock Stanley Druckenmiller Arminio Fraga Gary Gladstein Robert K. Jermain Donald Krueger Elizabeth Larson Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino 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 criminal proceeding, or (ii) a party to any civil proceeding as a result of which any person has been subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Page ___ of ___ Pages 10 ANNEX B (Class A Shares)
=================================================================================== Bought/ # Avg. Price/Share Date Sold Name Shares w/Commission $ =================================================================================== 2/10/95 Bought Total 3,000 1.7500 $5,250.00 - ----------------------------------------------------------------------------------- Institutional Account 0 $0.00 - ----------------------------------------------------------------------------------- Fir Tree Value Fund 3,000 $5,250.00 =================================================================================== 2/13/95 Bought Total 1,500 1.7800 $2,670.00 - ----------------------------------------------------------------------------------- Institutional Account 0 $0.00 - ----------------------------------------------------------------------------------- Fir Tree Value Fund 1,500 $2,670.00 =================================================================================== 4/5/95 Bought Total 20,250 2.0000 $40,500.00 - ----------------------------------------------------------------------------------- Institutional Account 0 $0.00 - ----------------------------------------------------------------------------------- Fir Tree Value Fund 20,250 $40,500.00 =================================================================================== =================================================================================== TOTAL Total 24,750 $48,420.00 - ----------------------------------------------------------------------------------- Institutional Account 0 $0.00 ----------------------------------------------------------------------------- Fir Tree Value Fund 24,750 $48,420.00 ===================================================================================
Page___of___Pages 11 ANNEX B (Class B Shares)
============================================================================================== Bought/ # Avg. Price/Share Date Sold Name Shares w/Commission $ ============================================================================================== 4/3/95 Bought Total 5,625,000 2.0000 $11,250,000.00 - ---------------------------------------------------------------------------------------------- Fir Tree Industrial 3,135,000 $6,270,000.00 - ---------------------------------------------------------------------------------------------- Fir Tree Value Fund 1,125,000 $2,250,000.00 - ---------------------------------------------------------------------------------------------- Quota NV 1,292,500 $2,585,000.00 - ---------------------------------------------------------------------------------------------- Private Account 72,500 $145,000.00 ==============================================================================================
Page___of___Pages 12 ANNEX C Directors and Officers of Quota Fund N.V.
Name/Title/Citizenship Principal Occupation Business Address - ---------------------- -------------------- ---------------- Curacao Corporation Managing Director of Kaya Flamboyan 9 Company N.V. Netherlands Antilles Curacao, Managing Director Corporation Netherlands Antilles (Netherlands Antilles) Richard Katz Investment Banker Villa La Sirena Supervisory Director Vico dell'Olivetta 12 (United Kingdom) 18039 Mortola Inferiore Ventimiglia Italy Christoph M. La Roche Principal of Notz, Stucki 98, rue de Saint-Jean Supervisory Director & Cie 1211 Geneva (Switzerland) Switzerland Antonio Foglia Vice President of Banca del Via Pretorio 13 Supervisory Director Ceresio 6901 Lugano (Switzerland) Switzerland
During the past five years, none of the persons named above has been: (a) convicted in a criminal proceeding; or (b) a party to any civil proceeding as a result of which any of 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 violation with respect to such laws. Page ___ of ___ Pages 13 Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 11, 1995 FIR TREE PARTNERS By: /s/ Jeffrey Tannenbaum ----------------------- JEFFREY TANNENBAUM GEORGE SOROS By: /s/ Sean C. Warren ---------------------- Sean C. Warren Attorney-in-Fact Page ___ of ___ Pages 14 EXHIBIT INDEX Exhibit A. Agreement of Joint Filing (filed as Exhibit A to the Initial Statement and incorporated herein by reference to the Initial Statement). Page ___ of ___ Pages -----END PRIVACY-ENHANCED MESSAGE-----