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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
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>
<TABLE>
<CAPTION>
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
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
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.
</TABLE>
