UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
ESAT TELECOM GROUP PLC
--------------------------------------------------
(Name of Issuer)
Ordinary Shares, IR(pound)0.01p Par Value
--------------------------------------------------
(Title of Class of Securities)
26883Y102
-----------------------
(CUSIP Number)
*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 16 Pages
Exhibit Index: Page 12
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 2 of 16 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Capital, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
BERMUDA
5 Sole Voting Power
Number of 1,796,077
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,796,077
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,077
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.17%
12 Type of Reporting Person*
PN
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 3 of 16 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,796,077
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,796,077
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,077
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
11 Percent of Class Represented By Amount in Row (11)
5.17%
12 Type of Reporting Person*
OO; IA
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 4 of 16 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,796,077
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,796,077
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,077
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (11)
5.17%
12 Type of Reporting Person*
IA
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 5 of 16 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,796,077
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,796,077
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,796,077
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (11)
5.17%
12 Type of Reporting Person*
IA
Y
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 6 of 16 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Soros Capital Coinvestment Partners LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 375,460
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 375,460
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
375,460
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.08%
12 Type of Reporting Person*
OO
<PAGE>
Page 7 of 16
Item 1(a) Name of Issuer:
Esat Telecom Group plc (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
North Block, Malt House, Grand Canal Quay, Dublin 2, Ireland
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Capital, L.P., a Bermuda limited partnership
("Soros Capital");
ii) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
iii) Mr. George Soros ("Mr. Soros");
iv) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"); and
v) Soros Capital Coinvestment Partners LLC, a Delaware
limited liability company ("SCCP").
Mr. Steven Gilbert ("Mr. Gilbert") is the managing general
partner of Soros Capital. Notwithstanding Mr. Gilbert's position as the managing
general partner of Soros Capital, Mr. Gilbert has agreed with SFM LLC that Soros
Capital will follow the instructions of SFM LLC with respect to investment
decisions involving the Shares (as defined below). Mr. Soros is the Chairman of
SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager of SFM LLC. Mr. Soros,
Mr. Gilbert and various entities associated with one or both of them, may have
an interest in the Shares held for the account of SCCP.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Soros Capital
is Richmond House, 12 Par-La-Ville Road, Hamilton, HMDX, Bermuda. The address of
the principal business office of each of SFM LLC, Mr. Soros, Mr. Druckenmiller
and SCCP is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) Soros Capital is a Bermuda limited partnership;
ii) SFM LLC is a Delaware limited liability company;
iii) Mr. Soros is a United States citizen;
iv) Mr. Druckenmiller is a United States citizen; and
<PAGE>
Page 8 of 16
v) SCCP is a Delaware limited liability company.
Item 2(d) Title of Class of Securities:
Ordinary Shares, IR(pound)0.01p par value (the "Shares").
Item 2(e) CUSIP Number:
26883Y102
Item3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 1997, the number of Shares which
may be deemed to have been beneficially owned by each
of the Reporting Persons was as follows:
i) Each of Soros Capital, SFM LLC, Mr. Soros and
Mr. Druckenmiller may be deemed to have been
the beneficial owner of the 1,796,077 Shares
held for the account of Soros Capital.
ii) SCCP may be deemed to have been the
beneficial owner of the 375,460 Shares held
for its account.
Item 4(b) Percent of Class:
i) The number of Shares which may be deemed to
have been beneficially owned by each of Soros
Capital, SFM LLC, Mr. Soros and Mr.
Druckenmiller constitutes approximately 5.17%
of the total number of Shares outstanding.
ii) The number of Shares which may be deemed to
have been beneficially owned by SCCP
constitutes approximately 1.08% of the total
number of Shares outstanding.
Item 4(c) Number of shares as to which such person had:
Soros Capital
-------------
(i) Sole power to vote or to direct the vote: 1,796,077
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,796,077
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 9 of 16
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 1,796,077
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,796,077
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,796,077
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,796,077
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,796,077
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,796,077
SCCP
----
(i) Sole power to vote or to direct the vote: 375,460
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 375,460
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
<PAGE>
Page 10 of 16
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 11 of 16
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: February 13, 1998 SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By: /S/ JOHN D. MCEVOY
----------------------------------
John D. McEvoy
Attorney-in-Fact
Date: February 13, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 13, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 SOROS CAPITAL COINVESTMENT PARTNERS LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Manager
<PAGE>
Page 12 of 16
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus............................................. 13
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus.................................. 14
C. Power of Attorney dated as of June 7, 1996 granted by
Steven J. Gilbert in favor of Richard W. Gaenzle and
John D. McEvoy.................................................. 15
D. Joint Filing Agreement dated February 13, 1998 by and
among Soros Capital, L.P., Soros Fund Management LLC,
Mr. George Soros, Mr. Stanley F. Druckenmiller and
Soros Capital Coinvestment Partners LLC......................... 16
Page 13 of 16
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
--------------------------
GEORGE SOROS
Page 14 of 16
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
---------------------------------
STANLEY F. DRUCKENMILLER
Page 15 of 16
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, STEVEN J. GILBERT, hereby make,
constitute and appoint RICHARD W. GAENZLE and JOHN D. McEVOY, acting singly and
not jointly, as my agents and attorneys in fact for the purpose of executing in
my name, in my personal capacity or in my capacity as a general partner of Soros
Capital L.P., all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, al documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorneys in fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 7th day of June, 1996.
/s/ Steven J. Gilbert
----------------------------
STEVEN J. GILBERT
Page 16 of 16
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Esat Telecom Group plc dated February 13, 1998
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: February 13, 1998 SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By: /S/ JOHN D. MCEVOY
----------------------------------
John D. McEvoy
Attorney-in-Fact
Date: February 13, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Assistant General Counsel
Date: February 13, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 13, 1998 SOROS CAPITAL COINVESTMENT PARTNERS LLC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Manager
