UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
April 30, 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 14 Pages
<PAGE>
Page 2 of 14 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 251,150
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 251,150
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.08%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 14 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 251,150
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 251,150
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.08%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 14 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 251,150
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 251,150
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.08%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 14 Pages
SCHEDULE 13D
CUSIP No. 912534104
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 251,150
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 251,150
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.08%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 14 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 251,150
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
251,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,150
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.08%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 14 Pages
SCHEDULE 13D
CUSIP No. 912534104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mr. 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 36,100
Shares
Beneficially 8 Shared Voting Power
Owned By 251,150
Each
Reporting 9 Sole Dispositive Power
Person 36,100
With
10 Shared Dispositive Power
251,150
11 Aggregate Amount Beneficially Owned by Each Reporting Person
287,250
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
1.23%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 14 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 74,850
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 74,850
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
74,850
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
0.32%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 14 Pages
This Amendment No. 4 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. 4
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. This Amendment No. 4 is being filed to report that as a
result of a recent disposition of Shares, the Reporting Persons may no longer be
deemed the beneficial owners of five percent or more of the outstanding Shares
of the Issuer. Capitalized terms used herein but not defined herein shall have
the meanings given to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
Updated information concerning the Managing Directors of SFM LLC
is attached hereto as Annex A and incorporated herein by reference.
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 251,150 Shares held for the account of QIP
(approximately 1.08% of the total number of Shares outstanding).
(ii) Mr. Druckenmiller may be deemed the beneficial owner of
287,250 Shares (approximately 1.23% of the total number of Shares outstanding).
This number consists of (1) 251,150 Shares held for the account of QIP and (2)
36,100 Shares held for the personal account of Mr. Druckenmiller.
(iii) Tivadar may be deemed the beneficial owner of the 74,850
Shares held for its account (approximately 0.32% 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 251,150 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 251,150 Shares
held for the account of QIP.
(iii) The power to direct the voting and disposition of the
74,850 Shares held for the account of Tivadar is vested in Mr. Neus and Mr.
Gladstein, as the trustees of Tivadar.
(iv) Mr. Druckenmiller has the sole power to vote and dispose of
the 36,100 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
<PAGE>
Page 10 of 14 Pages
been no transactions effected with respect to the Shares since April 7, 1998
(the date of filing of the last statement on Schedule 13D) by any of the
Reporting Persons.
(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 shares held for his personal
account.
(e) Each of the Reporting Persons ceased to be the beneficial owner
of more than 5% of the total number of Shares on April 30, 1998.
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 or the accounts of the 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 14 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: May 8, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
general partner
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Vice President
QIH MANAGEMENT, INC.
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Vice President
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 12 of 14 Pages
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------
Sean C. Warren
Attorney-in-Fact
TIVADAR CHARITABLE LEAD TRUST
By: /S/ GARY GLADSTEIN
----------------------------------
Gary Gladstein
Trustee
<PAGE>
Page 13 of 14 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
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
Frank Sica
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 Person's knowledge, 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.
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>
<TABLE>
<CAPTION>
Page 14 of 14 Pages
ANNEX B
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/ 4/7/98 SALE 17,400 9.5938
4/7/98 SALE 6,900 9.3125
4/13/98 SALE 5,500 9.2500
4/14/98 SALE 25,500 9.2837
4/14/98 SALE 6,900 9.3519
4/15/98 SALE 47,100 9.4080
4/16/98 SALE 300 9.3750
4/16/98 SALE 3,500 9.3750
4/20/98 SALE 10,000 9.2500
4/30/98 SALE 4,164,000 8.5000
Druck 4/7/98 SALE 2,400 9.5938
4/7/98 SALE 1,100 9.3125
4/13/98 SALE 900 9.2500
4/14/98 SALE 3,900 9.2837
4/14/98 SALE 1,100 9.3519
4/15/98 SALE 6,800 9.4080
4/16/98 SALE 100 9.3750
4/16/98 SALE 500 9.3750
4/20/98 SALE 1,500 9.2500
4/30/98 SALE 454,200 8.5000
Tivadar 4/7/98 SALE 5,200 9.5938
4/7/98 SALE 2,000 9.3125
4/13/98 SALE 1,600 9.2500
4/14/98 SALE 7,650 9.2837
4/14/98 SALE 2,000 9.3519
4/15/98 SALE 14,000 9.4080
4/16/98 SALE 100 9.3750
4/16/98 SALE 1,000 9.3750
4/20/98 SALE 3,000 9.2500
4/30/98 SALE 1,242,000 8.5000
Mr. Druckenmiller 4/30/98 SALE 139,800 8.5000
- --------
/1/ All of these transactions were effected at the direction of SFM LLC.
</TABLE>
