UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 12, 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 17 Pages
<PAGE>
Page 2 of 17 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 4,779,350
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,779,350
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,779,350
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
20.52%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 17 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 4,779,350
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,779,350
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,779,350
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* |X|
13 Percent of Class Represented By Amount in Row (11)
20.52%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 17 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 4,779,350
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,779,350
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,779,350
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
20.52%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 17 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 4,779,350
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,779,350
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,779,350
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
20.52%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 17 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 4,779,350
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,779,350
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,779,350
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
20.52%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 17 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 683,100
Shares
Beneficially 8 Shared Voting Power
Owned By 4,779,350
Each
Reporting 9 Sole Dispositive Power
Person 683,100
With
10 Shared Dispositive Power
4,779,350
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,462,450
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
23.45%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 17 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 1,425,200
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,425,200
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
6.12%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 17 Pages
This Amendment No. 2 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. 2
supplementally amends the initial statement on Schedule 13D dated June 6, 1996
and Amendment No. 1 thereto dated January 1, 1997 (collectively, the "Initial
Statement") filed by the Reporting Persons (as defined herein). This Amendment
No. 2 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 2. Identity and Background.
This statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management, Inc. ("QIH Management");
(iv) Soros Fund Management LLC ("SFM LLC");
(v) George Soros ("Mr. Soros");
(vi) Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
(vii)Tivadar Charitable Lead Trust u/a/d 9/30/82, by Mr. Soros as
Grantor ("Tivadar").
This statement relates to Shares held for the accounts of QIP,
Tivadar, Mr. Druckenmiller and Druck (as defined herein).
Item 2 is supplemented as follows:
Updated information concerning the directors and officers of QIP and
QIHMI is set forth in Annex A hereto and incorporated herein by reference.
Updated information concerning the Managing Directors of SFM LLC is set forth in
Annex B hereto and incorporated herein by reference.
In March of 1997, Mr. Druckenmiller transferred 530,000 of the 705,900
Shares held for his personal account (assuming conversion into Shares of all the
shares of Common Stock then held for his account) to Druck Corporation, a New
York corporation ("Druck"). Mr. Druckenmiller is the sole shareholder and sole
director of Druck. In his capacity as sole shareholder and sole director of
Druck, Mr. Druckenmiller exercises voting and dispositive power over the
securities held for the account of Druck, and as such may be deemed the
beneficial owner of such securities, including the Shares.
<PAGE>
Page 10 of 17 Pages
On July 9, 1997, Mr. Gary Gladstein ("Mr. Gladstein") was appointed a
trustee of Tivadar.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of QIP, Tivadar, Mr. Druckenmiller and Druck were
acquired or disposed of for investment purposes. Neither Druck, the Reporting
Persons nor, to the best of their knowledge, any of the other individuals
identified in response to Item 2, has any plans or proposals that relate to or
would result in any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose, or
cause to be disposed 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 LLC, Mr. Soros, Mr. Druckenmiller and/or QIP, market conditions or other
factors.
Tivadar reserves the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose, or cause to be disposed 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 Tivadar, market conditions
or other factors.
Mr. Druckenmiller reserves the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose, or cause to be
disposed 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 Mr.
Druckenmiller and/or Druck, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
As of March 5, 1998 each of QIP, Tivadar, Mr. Druckenmiller and Druck
converted into Shares all of their shares of Common Stock.
(a) (i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Soros may
be deemed the beneficial owner of 4,779,350 Shares held for the account of QIP
(approximately 20.52% of the total number of Shares outstanding).
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
5,462,450 Shares (approximately 23.45% of the total number of Shares
outstanding). This number consists of (1) 4,779,350 Shares held for the account
of QIP, (2) 175,900 Shares held for the personal account of Mr. Druckenmiller
and (3) 507,200 Shares held for the account of Druck.
(iii) Tivadar may be deemed the beneficial owner of the 1,425,200
Shares held for its account (approximately 6.12% of the total number of Shares
outstanding).
<PAGE>
Page 11 of 17 Pages
(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 4,779,350 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 4,779,350
Shares held for the account of QIP.
(iii) The power to direct the voting and disposition of the
1,425,200 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
507,200 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 C 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 January 1,
1997 (the date of filing of the last statement on Schedule 13D) by any of the
Reporting Persons or Druck.
(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 12 of 17 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
From time to time each of the Reporting Persons and/or Druck 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 law, each of such persons or entities may borrow 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 set forth herein, the Reporting Persons and/or the Druck do
not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
<PAGE>
Page 13 of 17 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 20, 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 14 of 17 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>
Page 15 of 17 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Administrative services Citco Building
Limited Wickhams Cay
Secretary Road Town
(British Virgin Islands) Tortola
British Virgin
Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
- ---------------------- -------------------- ----------------
Gary Gladstein Managing Director of 888 Seventh Avenue
Director and President SFM LLC 33rd Floor
(United States) NY, NY 10106
Sean C. Warren Managing Director of 888 Seventh Avenue
Director, Vice President SFM LLC 33rd Floor
and Secretary NY, NY 10106
(United States)
Peter Streinger Chief Financial Officer of 888 Seventh Avenue
Treasurer SFM LLC 33rd Floor
(United States) NY, NY 10106
Michael C. Neus Assistant General Counsel 888 Seventh Avenue
Vice President and of SFM LLC 33rd Floor
Assistant Secretary NY, NY 10106
(United States)
Except as disclosed on Annex B, 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>
Page 16 of 17 Pages
ANNEX B
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Number of shares of Common Stock
--------------------------------
Scott K. H. Bessent........................................................8,775
Walter Burlock............................................................35,325
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
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, New York, New York
10106.
To the best of the Reporting Persons' knowledge:
(a) The consideration used for purchasing the Shares reported above
was the personal funds of each of the Managing Directors who
purchased such Shares.
(b) All of the Shares reported above were acquired for investment
purposes.
(c) Each of the Managing Directors (i) holds the Shares reported
above as being held for his or her own account, (ii) has the sole
power to vote or dispose of such Shares and has the right to
receive the dividends from, or proceeds from the sale of, the
Shares, and (iii) except for the sale of 26,475 Shares by Mr.
Gladstein on March 5, 1998, has not effected any transactions in
the Shares since January 19, 1998 (60 days prior to the date
hereof).
(d) None of the Managing Directors has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
Page 17 of 17 Pages
ANNEX C
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/ 3/3/98 SOLD 92,592 10.1875
3/4/98 SOLD 34,700 10.0200
3/6/98 SOLD 9,200 10.0000
3/10/98 SOLD 9,900 10.0000
3/11/98 SOLD 38,200 10.0000
3/12/98 SOLD 7,300 10.0000
3/18/98 SOLD 27,800 9.7400
3/19/98 SOLD 34,700 9.5700
Druck 3/4/98 SOLD 4,900 10.0200
3/6/98 SOLD 1,300 10.0000
3/10/98 SOLD 1,400 10.0000
3/11/98 SOLD 5,400 10.0000
3/12/98 SOLD 1,000 10.0000
3/18/98 SOLD 3,900 9.7400
3/19/98 SOLD 4,900 9.5700
Tivadar 3/4/98 SOLD 10,400 10.0200
3/6/98 SOLD 2,800 10.0000
3/10/98 SOLD 2,900 10.0000
3/11/98 SOLD 11,400 10.0000
3/12/98 SOLD 2,200 10.0000
3/18/98 SOLD 8,300 9.7400
3/19/98 SOLD 10,400 9.5700
- --------
/1/ All of these transactions were effected at the direction of SFM LLC.
</TABLE>
