UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EXTENDED STAY AMERICA, INC.
------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value
------------------------------------
(Title of Class of Securities)
30224P101
-----------------
(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 6, 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 10 Pages
<PAGE>
Page 2 of 10 Pages
SCHEDULE 13D
CUSIP No. 30224P101
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 4,200,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,200,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.39%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 10 Pages
SCHEDULE 13D
CUSIP No. 30224P101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 4,200,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,200,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
4.39%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 Pages
SCHEDULE 13D
CUSIP No. 30224P101
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 100,000
Shares
Beneficially 8 Shared Voting Power
Owned By 4,200,000
Each
Reporting 9 Sole Dispositive Power
Person 100,000
With
10 Shared Dispositive Power
4,200,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,300,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.49%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 10 Pages
SCHEDULE 13D
CUSIP No. 30224P101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Duquesne Capital Management, L.L.C.
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
Pennsylvania
7 Sole Voting Power
Number of 100,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 100,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.10%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Common
Stock, $0.01 par value (the "Shares"), of Extended Stay America, Inc. (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated February 12, 1997, filed by the Reporting Persons (the
"Initial Statement"). This Amendment No. 1 is being filed voluntarily by the
Reporting Persons to report that, as a result of a recent increase in the number
of outstanding Shares of the Issuer, the Reporting Persons may no longer be
deemed the beneficial owners of five percent or more of the outstanding Shares
of the Issuer notwithstanding the fact that the Reporting Persons have sold no
Shares since the date of the last filing. Capitalized terms used but not defined
herein shall have the meanings ascribed 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 each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) George Soros ("Mr. Soros");
iii) Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
iv) Duquesne Capital Management, L.L.C. ("Duquesne LLC").
This Statement relates to Shares held for the accounts of Quantum
Partners and the Duquesne LLC Clients. Updated information concerning the
Managing Directors of SFM LLC is attached hereto as Annex A and incorporated
herein by reference. Updated information concerning the executive officers of
Duquesne LLC is attached hereto as Annex B and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of SFM LLC and Mr. Soros may be deemed the beneficial
owner of the 4,200,000 Shares held for the account of Quantum Partners
(approximately 4.39% of the total number of Shares outstanding).
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
4,300,000 Shares (approximately 4.49% of the total number of Shares
outstanding). This number consists of (A) 4,200,000 Shares held for the account
of Quantum Partners and (B) 100,000 Shares held for the accounts of the Duquesne
LLC Clients.
(iii) Duquesne LLC may be deemed the beneficial owner of the
100,000 Shares held for the accounts of Duquesne LLC Clients (approximately .10%
of the total number of Shares outstanding).
(b) (i) Pursuant to the terms of the contract between Quantum Fund
and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting and
disposition of the 4,200,000 Sharers held for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum Fund
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
4,200,000 Shares held directly for the account of Quantum Partners.
<PAGE>
Page 7 of 10 Pages
(iii) Pursuant to contracts with the Duquesne LLC Clients, and as
a result of the position held by Mr. Druckenmiller with Duquesne LLC, each of
Duquesne LLC and Mr. Druckenmiller may be deemed to have the sole power to
direct the voting and disposition of the 100,000 Shares held for the accounts of
the Duquesne LLC Clients.
(c) There have been no transactions with respect to the Shares
since February 12, 1997 (the date of the last filing) by any of the Reporting
Persons, Quantum Partners or the Duquesne LLC Clients.
(d) (i) The shareholders of Quantum Partners, including Quantum Fund,
N.V., a Netherlands company, have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the Shares held for the account of
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) The Duquesne LLC Clients have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the Shares held for
their accounts.
(e) Each of the Reporting Persons is no longer the beneficial
owner of more than 5% of the outstanding Shares because of an increase in the
number of outstanding Shares, notwithstanding the fact that the Reporting
Persons have not sold any Shares since the date of the last filing.
<PAGE>
Page 8 of 10 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
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /S/ GERALD KERNER
----------------------------------
Gerald Kerner
Managing Director
<PAGE>
Page 9 of 10 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 hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 10 of 10 Pages
ANNEX B
The following is a list of all of the persons who serve as executive
officers of Duquesne LLC (other than Stanley F. Druckenmiller):
Michael A. Shay ("Mr. Shay")
Joseph W. Haleski ("Mr. Haleski")
Mark J. Willson ("Mr. Willson")
Gerald Kerner ("Mr. Kerner")
Mr. Shay is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Shay's business address is
Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Haleski is a United States citizen whose principal occupation is
serving as Chief Operating Officer of Duquesne LLC. Mr. Haleski's business
address is Duquesne Capital Management, L.L.C., 2579 Washington Road, Suite 322,
Pittsburgh, Pennsylvania 15241.
Mr. Willson is a United States citizen whose principal occupation is
serving as Vice President- Information Technology of Duquesne LLC. Mr. Willson's
business address is Duquesne Capital Management, L.L.C., 2579 Washington Road,
Suite 322, Pittsburgh, Pennsylvania 15241.
Mr. Kerner is a United States citizen whose principal occupation is
serving as a Managing Director of Duquesne LLC. Mr. Kerner's business address is
Duquesne Capital Management, L.L.C., 888 Seventh Avenue, 32nd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
