SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d- 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1 )*
ESAT TELECOM GROUP PLC
------------------------------
(Name of Issuer)
Ordinary Shares, IR (pound) $0.01 Par Value
-----------------------------------------------
(Title of Class of Securities)
26883Y102
-----------
(CUSIP Number)
December 31, 1998
-------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[x] Rule 13d-1(d)
* 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 the
disclosures 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 11 Pages
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 3 of 11 pages
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 4 of 11 pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 5 of 11 pages
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 26883Y102 Page 6 of 11 pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
0%
12 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page of 7 or 11 pages
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 and a Member of the Management
Committee. 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.
<PAGE>
Page 8 of 11 pages
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
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
Item 3. 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, 1998, the number of Shares which may be deemed to
have been beneficially owned by each of the Reporting Persons was as
follows:
1) Each of Soros Capital, SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed to have been the beneficial
owner of 0 Shares held for the account of Soros Capital.
2) SCCP may be deemed to have been the beneficial owner of 0
shares held for its account.
<PAGE>
Page 9 of 11 pages
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 0% of the total
number of Shares outstanding.
(ii) The number of Shares which may be deemed to have been
beneficially owned by SCCP constitutes 0% 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: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
- -------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(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: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Druckenmiller
- -----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
<PAGE>
Page 10 of 11 pages
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
SCCP
- ----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof each of the Reporting Persons has ceased to be
the beneficial owner of more than five percent of a class of
securities, check the following:
[X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
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 11 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: January 5, 1999 SOROS CAPITAL, L.P.
By: Steven J. Gilbert
Managing General Partner
By: /s/ RICK GAENZLE
-----------------------------------
Rick Gaenzle
Attorney-in-Fact
Date: January 5, 1999 SOROS FUND MANAGEMENT LLC
By: /s/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
Date: January 5, 1999 GEORGE SOROS
By: /s/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-fact
Date: January 5, 1999 STANLEY F. DRUCKENMILLER
By: /s/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
Date: January 5, 1999 SOROS CAPITAL COINVESTMENT PARTNERS LLC
By: /s/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Manager
